OFFICE LEASE BY AND BETWEEN SRI MISSION TOWERS II LLC, a Delaware limited liability company, as Landlord and ARTISOFT, INC., a Delaware corporation, (dba “VERTICAL COMMUNICATIONS”) as Tenant For Suite 400, 3979 Freedom Circle Drive, Santa Clara,...Office Lease • October 13th, 2005 • Artisoft Inc • Services-prepackaged software
THIS OFFICE LEASE (“Lease”) is entered and dated for reference purposes only as June 6, 2005, by and between “Landlord” and “Tenant” (as such terms are defined below).
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Silicon”) and the borrower named above (jointly and severally, individually and collectively, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule and Exhibits to this Agreement (the “Schedule” and the “Exhibits,” respectively) shall for all purposes be deemed to be part of this Agreement, and the same are integral parts of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 28th day of September, 2005, by and between VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation with its principal place of business at 5 Cambridge Center, Cambridge, Massachusetts (“Grantor”), and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Lender”).
Amendment No. 1 to Registration Rights Agreement September 28, 2005Registration Rights Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
This Amendment No. 1 to Registration Rights Agreement (this “Agreement”) is made and entered into as of the 28th day of September, 2005 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $.01 par value per share (the “Common Stock”) to purchase Common Stock who are parties to the 2003 Agreement (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock to take the actions provided for herein).
ContractWarrant Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
Amendment No. 1 to Stock Purchase Agreement September 28, 2005Stock Purchase Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
This Amendment No. 1 to Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 28th day of September, 2005 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $.01 par value per share (the “Common Stock”) to purchase Common Stock who are parties to the 2004 Agreement (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock to take the actions provided for herein).
VOTING AGREEMENTVoting Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
VOTING AGREEMENT, dated as of September 28, 2005 (the “Agreement”), by and between Artisoft, Inc., a Delaware corporation (the “Company”), and (the “Stockholder”).
SECURITY AGREEMENTSecurity Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • Delaware
WHEREAS, pursuant to the Asset Purchase Agreement dated as of September 1, 2005 (the “Purchase Agreement”) between Payee and Vertical Communications Acquisition Corp. (“Vertical”), Artisoft, Inc. (“Artisoft” and, together with Vertical, the “Grantors”), the indirect parent of Vertical, has issued a $2,500,000 Secured Subordinated Promissory Note (the “Note”) to Payee; and
FRUITVILLE BUSINESS PARK LEASE AGREEMENT between DMB SARASOTA I, L.P. as Landlord and VERTICAL COMMUNICATIONS ACQUISITION CORP. as Tenant FRUITVILLE BUSINESS PARK Sarasota, FloridaLease Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • Florida
LEASE is made and entered into the day of September, 2005 by and between DMB SARASOTA I, L.P., a Delaware limited partnership, (hereinafter referred to as the “Landlord”), and VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation (hereinafter referred to as the “Tenant”).
Consent, Waiver and Release Agreement September 28, 2005Consent, Waiver and Release Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
This Consent, Waiver and Release Agreement (this “Agreement”) is made and entered into as of the 28th day of September, 2005 among Artisoft, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), and warrants (the “Warrants”) to purchase Common Stock who are parties to any of the Prior Agreements or the 2004 Agreement (as such terms are defined below) (such Stockholders holding a sufficient number of shares of Common Stock and interests in the Warrants to take the actions provided for herein).
Agreement September 28, 2005Stock Option Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of the 28th day of September, 2005 between Artisoft, Inc., a Delaware corporation (the “Company”) and the undersigned holder (the “Holder”) of options (the “Options”) to purchase shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), pursuant to the Company’s 2004 Stock Option Plan.
SUB-SUBLEASE of PREMISES LOCATED ON 10TH FLOOR ONE MEMORIAL DRIVE CAMBRIDGE, MASSACHUSETTS by ONE MEMORIAL DRIVE SUBLEASE LLC as Landlord to ARTISOFT, INC., d/b/a VERTICAL COMMUNICATIONS, INC. as Tenant Dated as of August 31, 2005Sub-Sublease • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • Massachusetts
THIS SUBLEASE is made and entered into as of this 31st day of August, 2005 (“Execution Date”), by and between ONE MEMORIAL DRIVE SUBLEASE LLC, a Delaware limited liability company (“Landlord”) and ARTISOFT, INC., d/b/a VERTICAL COMMUNICATIONS, INC. (“Tenant”), a Delaware corporation.
ContractSecured Subordinated Promissory Note • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • Delaware
THIS SECURED SUBORDINATED PROMISSORY NOTE IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT DATED SEPTEMBER 28, 2005 (THE “SUBORDINATION AGREEMENT”) BY BORROWER AND PAYEE OF THIS SECURED SUBORDINATED PROMISSORY NOTE IN FAVOR OF SILICON VALLEY BANK (THE “SENIOR LENDER”) TO ALL “SENIOR DEBT” (AS SUCH TERM IS DEFINED IN THE SUBORDINATION AGREEMENT) AT ANY TIME OWED BY BORROWER TO SENIOR LENDER, AND PAYEE AND EACH OTHER HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
SUBORDINATION AGREEMENTSubordination Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • California
This Subordination Agreement is made as of September 28, 2005, by and between COMDIAL CORPORATION, a Delaware corporation with a place of business at 106 Cattleman Road, Sarasota, Florida 34222 (“Creditor”), and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 2221 Washington Street, Suite 200, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 13th, 2005 • Artisoft Inc • Services-prepackaged software • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 28, 2005 by and between Artisoft, Inc., a Delaware corporation (including, without limitation, substantially all of the assets and liabilities of Comdial Corporation, a Delaware corporation (“Comdial”) acquired pursuant to the Acquisition Agreement (as defined herein) immediately prior to consummation of the transactions contemplated by this Agreement, the “Company”), and the investors set forth on Exhibit A hereto (individually, an “Investor” and collectively, the “Investors”).
