AGREEMENT AND PLAN OF MERGER by and among DIALOGIC GROUP INC., DIALOGIC MERGER INC., and DIALOGIC INC. dated as of October 10, 2014Merger Agreement • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 10, 2014, is entered into by and among Dialogic Group, Inc., a Canadian corporation (“Parent”), Dialogic Merger Inc., a Delaware corporation and an indirect, wholly owned Subsidiary of Parent (“Sub”), and Dialogic Inc., a Delaware corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 10, 2014, by and among DIALOGIC GROUP, INC., a Canadian corporation (“Parent”), DIALOGIC MERGER INC., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the undersigned stockholder (“Stockholder”) of DIALOGIC INC., a Delaware corporation (the “Company”).
AGREEMENT TO EXCHANGE, TENDER AND SELLAgreement to Exchange, Tender and Sell • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
This AGREEMENT TO EXCHANGE, TENDER AND SELL, dated as of October 10, 2014 (this “Agreement”), is made by and among Dialogic Inc., a Delaware corporation (the “Company”), Dialogic Corporation, a British Columbia corporation and subsidiary of the Company (“Dialogic Subsidiary”), Dialogic Group Inc., a Canadian corporation (“Parent”), Dialogic Merger Inc., a Delaware corporation (“Sub” and together with Parent, the “Acquiring Entities” and each, an “Acquiring Entity”), Obsidian, LLC, as agent under the Term Loan Agreement (as defined below) (the “Agent”), the entities listed on the signature pages hereto (each, a “Tennenbaum Fund” and collectively, the “Tennenbaum Funds”) and, solely for purposes of Section 8.11, Novacap TMT IV, L.P. (the “Sponsor”). Capitalized terms that are not defined in this Agreement shall have the meaning given to such terms in the Merger Agreement (as defined herein).
LIMITED GUARANTEELimited Guarantee • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • Delaware
THIS LIMITED GUARANTEE, dated as of October 10, 2014 (this “Limited Guarantee”), is made by Novacap TMT IV, L.P. a limited partnership organized under the laws of Quebec (the “Guarantor”), in favor of Dialogic Inc., a Delaware corporation (the “Company”), Special Value Opportunities Fund, LLC, a Delaware limited liability company (“SVOF”), Special Opportunities Expansion Fund, LLC, a Delaware limited liability company (“SOEF”), and Tennenbaum Opportunities Partners V, LP, a Delaware limited partnership (“TOP” and, together with SVOF and SOEF, the “Tennenbaum Funds”). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated on the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among Dialogic Group Inc., a Quebec corporation (“Parent”), Dialogic Merger Inc., a Delaware corporation (“Merger Sub”) and the Company; and (ii) that certain Agreement to Exchange, Tender and Sell (as the
TWENTY-THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design
THIS TWENTY-THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 10, 2014, 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”).
October 10, 2014Commitment Letter • October 15th, 2014 • Dialogic Inc. • Services-computer integrated systems design • New York
