ContractWarrant Agreement • March 18th, 2008 • 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 • March 18th, 2008 • Vertical Communications, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 17, 2008 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”).
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 18th, 2008 • Vertical Communications, Inc. • Services-prepackaged software
This Second Loan Modification Agreement (this “Loan Modification Agreement’) is made this 17th day of March, 2008, by and 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 (“Bank”) and VERTICAL COMMUNICATIONS, INC., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142, VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142, VODAVI TECHNOLOGY, INC., a Delaware corporation with its principal place of business at One Memorial Drive, Cambridge, Massachusetts 02142 and VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation with its principal place of business at One Memorial Drive, Cambridge, Massa
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2008 • Vertical Communications, Inc. • Services-prepackaged software • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made this 17th day of March, 2008 and is effective as of the 31st day of December, 2007 by and among (1) VERTICAL COMMUNICATIONS, INC., a Delaware corporation (“VCI”), VERTICAL COMMUNICATIONS ACQUISITION CORP., a Delaware corporation (“VCAC”) VODAVI TECHNOLOGY, INC., a Delaware corporation (“Vodavi”) and VODAVI COMMUNICATIONS SYSTEMS, INC., an Arizona corporation (“Vodavi Comm”, and collectively with VCI, VCAC and Vodavi, the “Borrowers” and each a “Borrower”), (2) COLUMBIA PARTNERS, L.L.C. INVESTMENT MANAGEMENT, as “Investment Manager”, and (v) NEIPF, L.P., as “Lender”.
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • March 18th, 2008 • Vertical Communications, Inc. • Services-prepackaged software • New York
This CONSENT AND WAIVER AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of March, 2008 among Vertical Communications, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (collectively, the “Stockholders”) of (i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”), (ii) the Company’s Series D Convertible Preferred Stock, par value $1.00 per share (the “Series D Preferred Stock”) and (iii) the Company’s Series E Convertible Preferred Stock, par value $1.00 per share (the “Series E Preferred Stock”), each of whom are parties to any of the Prior Agreements (as such term is defined below) (such Stockholders holding a sufficient number of shares of Common Stock, Warrants, Series D Preferred Stock and/or Series E Preferred Stock to take the actions provided for herein).
