SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2007 • Vertical Communications, 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.)
JOINDER AGREEMENTJoinder Agreement • October 15th, 2007 • Vertical Communications, Inc. • Services-prepackaged software
On this May 25, 2006, for good and valuable consideration received, VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation (“Vodavi Comm”), hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, it shall for all purposes be joined to (i) that Credit Agreement dated as of October 16, 2006 by and among VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“VCI”), Vertical Communications Acquisition Corp., a Delaware corporation (“VCAC”), and Vodavi Technology, Inc., a Delaware corporation (“Vodavi” and together with VCI and VCAC, 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”); (ii) the Notes, (iii) the Security Agreement and (iv) the Intellectual Property Security Agreement ((i) through (iv) above, collectively, the “Joined Documents” and, each individually, a “Joined Document”)). All of t
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 15th, 2007 • Vertical Communications, Inc. • Services-prepackaged software • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is made as of this 25th day of May, 2007 by and among (1) NEIPF, L.P. (including its successors and assigns, “NEIPF”), (2) COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as “Investment Manager” and (3) SILICON VALLEY BANK (including its successors and assigns, “SVB”). NEIPF and SVB are sometimes referred to individually as “Lender” and together as “Lenders.”
