THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among DIALOGIC CORPORATION, as the Company, DIALOGIC INC., as the Parent, THE SUBSIDIARY GUARANTORS THAT ARE SIGNATORIES HERETO, as the Subsidiary Guarantors, THE LENDERS THAT ARE SIGNATORIES HERETO,...Credit Agreement • May 15th, 2012 • Dialogic Inc. • Services-computer integrated systems design • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 22, 2012 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among the lenders identified on the signature pages hereof (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 hereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This Subscription Agreement is entered into and dated as of March 22, 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.
VOTING AGREEMENTVoting Agreement • May 15th, 2012 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 22nd day of March, 2012, by and among Dialogic Inc., a Delaware corporation (the “Company”) and (the “Stockholder”).
WAIVER AND SEVENTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2012 • Dialogic Inc. • Services-computer integrated systems design
THIS WAIVER AND SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 22, 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”).
