REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2012, is by and among Dialogic Inc., a Delaware corporation with offices located at 1504 McCarthy Boulevard Milpitas, California 95035-7405 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This Securities Purchase Agreement is entered into and dated as of April 11, 2012 (this “Agreement”), by and among Dialogic Inc., a Delaware corporation with offices located at 1504 McCarthy Boulevard Milpitas, California 95035-7405 (the “Company”) and the purchasers identified on the Schedule of Purchasers attached hereto (each, a “Purchaser” and, together, the “Purchasers”). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design • New York
FIRST AMENDMENT, dated as of April 11, 2012 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of March 22, 2012 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), OBSIDIAN, LLC, a Delaware limited liability company, as the agent and collateral agent for the Lenders (“Obsidian” and in such capacity, together with its successors and assigns in such capacity, “Agent”), DIALOGIC CORPORATION, a British Columbia corporation (the “Company”), DIALOGIC INC., a Delaware corporation (the “Parent” and together with the Company, collectively, the “Principal Companies” and individually a “Principal Company”) and each of the Subsidiary Guarantors signatory t
INDEMNITY AGREEMENTIndemnity Agreement • April 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between DIALOGIC INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
EIGHTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 13th, 2012 • Dialogic Inc. • Services-computer integrated systems design
THIS EIGHTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 11, 2012, by and among Dialogic Corporation, a British Columbia corporation (“Borrower”), Dialogic Inc., a Delaware corporation formerly known as Veraz Networks, Inc. (“Parent”), Wells Fargo Foothill Canada ULC, an unlimited corporation existing under the laws of Alberta, as administrative agent for the Lenders (“Administrative Agent”), and the financial institutions named as lenders on the signature pages hereto (the “Lenders”).
