WARRANTWarrant • March 10th, 2010 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • Delaware
For purposes of this Warrant, “Fair Value” shall mean that value determined by the parties using a Black-Scholes Option-Pricing Model (the “Black-Scholes Calculation”) with the following assumptions: (A) a risk-free interest rate equal to the risk-free interest rate at the time of the closing of the Acquisition (or as close thereto as practicable), (B) a contractual life of the Warrant equal to the remaining term of this Warrant as of the date of the Acquisition, (C) an annual dividend yield equal to dividends declared on the underlying Common Stock during the term of this Warrant (calculated on an annual basis), and (D) a volatility factor of the expected market price of the Company’s Common Stock comprised of: (1) if the Company is publicly traded on a national securities exchange, its volatility over the one year period prior to the Acquisition, (2) if the Company is a non-public company, the volatility, over the one year period prior to the Acquisition, of an average of publicly-tr
Loan and Security AgreementSecurity Agreement • March 10th, 2010 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date between PARTNERS FOR GROWTH II, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 10th, 2010 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • Delaware
This Warrant Purchase Agreement (the “Agreement”) is made as of March 5, 2010 (the “Closing Date”) by and between Sonic Foundry, Inc., a Maryland corporation, with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (the “Company”), and Partners For Growth II, L.P., a Delaware limited partnership (“Purchaser”).
Revolving Loan and Security AgreementLoan and Security Agreement • March 10th, 2010 • Sonic Foundry Inc • Radio & tv broadcasting & communications equipment • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date between PARTNERS FOR GROWTH II, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
