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).
