ContractWarrant Agreement • October 19th, 2006 • Vertical Communications, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of October 18, 2006 by and between Vertical Communications, Inc., a Delaware corporation (the “Company”), and the investors set forth on Exhibit A attached hereto (individually, an “Investor” and collectively, the “Investors”).
INITIAL WARRANTWarrant Agreement • October 19th, 2006 • Vertical Communications, 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.
AGREEMENT AND PLAN OF MERGER dated as of October 18, 2006 among VERTICAL COMMUNICATIONS, INC., VODAVI TECHNOLOGY, INC., and VERTICAL ACQUISITION SUB INC.Merger Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of October 18, 2006 (this “Agreement) among Vertical Communications, Inc., a Delaware corporation (“Vertical”), Vodavi Technology, Inc., a Delaware corporation (“Vodavi”), and Vertical Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Vertical (“Vertical Acquisition Sub”).
PLEDGE AGREEMENTPledge Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software
THIS PLEDGE AGREEMENT (“Agreement”) is entered into as of this 18th day of October, 2006 by VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“Pledgor”) for the benefit of COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as agent and investment manager (“Investment Manager”), on behalf of itself and NEIPF, L.P. (“Lender”).
SECURITY AGREEMENTSecurity Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software
THIS SECURITY AGREEMENT (“Agreement”) is entered into as of this 18th day of October, 2006 by and among VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“VCI”), VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation (“VCAC” and together with VCI, the “Borrowers” and each a “Borrower”), and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as agent and investment manager (“Investment Manager”), for the benefit of itself and NEIPF, L.P. (“Lender”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of this 18th day of October, 2006 by and among VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“VCI”), VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation (“VCAC” and together with VCI, the “Borrowers” and each a “Borrower”), and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as agent and investment manager (“Investment Manager”), for the benefit of itself and NEIPF, L.P. (“Lender”).
MEMORANDUM OF UNDERSTANDING October 18, 2006Memorandum of Understanding • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software
This Memorandum of Understanding (“Memorandum”) sets forth the agreement between LG-Nortel Co.Ltd (“LGN”) and Vertical Communications, Inc (“Vertical”) and relates to the proposed Agreement and Plan of Merger (the “Merger Agreement”) between Vertical, Vodavi Technology, Inc., a Delaware corporation (“Vodavi”), and Vertical Acquisition Sub, Inc., a Delaware corporation (“Vertical Acquisition Sub”) pursuant to which Vodavi will become a wholly owned subsidiary of Vertical (the “Merger”).
VOTING AGREEMENTVoting Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • Delaware
This Voting Agreement, dated as of October 18, 2006 (this “Agreement”), is by and among Vertical Communications, Inc., a Delaware corporation (“Vertical”), and the other Persons listed on the signatures pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
CREDIT AGREEMENT DATED AS OF OCTOBER 18, 2006 by and among VERTICAL COMMUNICATIONS, INC. AND VERTICAL COMMUNICATIONS ACQUISITION CORP. as Borrower and COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT as Investment Manager and NEIPF, L.P. as LenderCredit Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is dated as of October 18, 2006 and entered into by and among (i) VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“VCI”), (ii) VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation (“VCAC” and together with VCI, “Borrower”), (iii) solely for purposes of Sections 3.4(c) and 5.16 herein: Vertical Communications GmbH (“Vertical Germany”), Artisoft “FSC”, Ltd. (“Artisoft FSC”), and Triton Technologies, Inc. (“Triton”), (iv) COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as “Investment Manager”, and (v) NEIPF, L.P., as “Lender”. The “Borrower” shall mean, for all purposes under this Agreement as the context requires: (a) each of VCI, VCAC and any other Subsidiaries of such Persons that become parties to this Agreement after the date hereof pursuant to Section 4.13 below, or (b) VCI, VCAC and such additional Subsidiary parties, collectively and on a joint and several, consolidated basis.
VOTING AGREEMENTVoting Agreement • October 19th, 2006 • Vertical Communications, Inc. • Services-prepackaged software • Delaware
This Voting Agreement, dated as of October 18, 2006 (this “Agreement”), is by and among Vertical Communications, Inc., a Delaware corporation (“Vertical”), Vodavi Technology, Inc., a Delaware corporation (the “Company”), and LG-Nortel Co. Ltd (“Stockholder”).
