Shares CallWave, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • New York
CallWave, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares of the Company’s Common Stock, $0.0001 par value (the “Firm Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
ContractEmployment Agreement • May 14th, 2008 • Callwave Inc • Telegraph & other message communications • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of February 19, 2008 (the “Effective Date”), by and between CALLWAVE, INC., a Delaware corporation (the “Company”), and RICHARD ROBERTS (“Employee”), with reference to the following facts:
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2006 • Callwave Inc • Telegraph & other message communications • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of October 2, 2006, by and between CALLWAVE, INC., a Delaware corporation (the “Company”), and OSMO A. HAUTANEN (“Indemnitee”), with reference to the following facts:
STANDSTILL AND VOTING AGREEMENT by and between CALLWAVE, INC. (“Company”) and PETER V. SPERLING (“Stockholder”)Standstill and Voting Agreement • May 5th, 2009 • Callwave Inc • Telegraph & other message communications • Delaware
ASSET PURCHASE AGREEMENT by and among WEBMESSENGER, INC. a California corporation (“Seller”) and CALLWAVE, INC. a Delaware corporation (“Purchaser”) August 4, 2008Asset Purchase Agreement • September 26th, 2008 • Callwave Inc • Telegraph & other message communications • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into, effective as of August 4, 2008 (the “Effective Date”), by and between CALLWAVE, INC., a Delaware corporation (“Purchaser”); and WEBMESSENGER, INC., a California corporation (“Seller” and, together with Purchaser and Seller, the “Parties” and individually, a “Party”), with reference to the following facts:
ENHANCED SERVICES BILLING AND INFORMATION MANAGEMENT SERVICES AGREEMENTEnhanced Services Billing and Information Management Services Agreement • May 13th, 2004 • Callwave Inc • Texas
This Enhanced Services Billing and Information Management Services Agreement (the “Agreement”) is made this 21st day of November 2002 (the “Effective Date”) by Enhanced Services Billing, Inc. (“ESBI” or “Company”), a Delaware corporation, whose principal address and telephone number are 7411 John Smith Drive, Suite 200, San Antonio, Texas 78229-4898, (210) 949-7000, and CallWave, Inc., (“Customer”), a California corporation, whose principal address and telephone number are 136 W. Canon Perdido Street, Santa Barbara, California 93101, (805) 690-4100, Customer and Company, and their affiliates, are sometimes referred to as the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2007 • Callwave Inc • Telegraph & other message communications • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of September 5, 2007 (the “Effective Date”), by and between CALLWAVE, INC., a Delaware corporation (the “Company”), and JEFFREY M. CAVINS (“Employee”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2004 • Callwave Inc • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of April 27, 2004 (the “Effective Date”), by and between CALLWAVE, INC., a California corporation (the “Company”), and JASON S. SPIEVAK (“Employee”), with reference to the following facts:
AGREEMENT between NEVADA BELL and LIBERTY TELECOM LLCGeneral Terms and Conditions • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • Nevada
This Agreement, which shall become effective as of the day of , 1999 (“Effective Date”), is entered into by and between Liberty Telecom LLC, a Delaware corporation, having an office at 316 California Street, Suite 149, Reno, NV 89509, on behalf of itself, and its Affiliates (individually and collectively “CLEC”), and NEVADA BELL (“NEVADA”), a Nevada corporation, having an office at 1450 Vassar, Reno, Nevada.
AGREEMENT OF MERGERMerger Agreement • September 27th, 2004 • Callwave Inc • Telegraph & other message communications • Delaware
THIS AGREEMENT OF MERGER (the “Agreement) is made as of September 22, 2004, by and between CALLWAVE, INC., a California corporation (“CallWave California”), and CALLWAVE, INC., a Delaware corporation (“CallWave Delaware”) (CallWave California and CallWave Delaware are hereinafter collectively referred to as the “Constituent Corporations”).
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTRetail Competitive Services Agreement • May 13th, 2004 • Callwave Inc
This is an Amendment to the Retail Competitive Services Agreement (“Agreement”) between Global Crossing Telecommunications, Inc., a Michigan corporation, with offices at 180 South Clinton Avenue, Rochester, New York, NY 4646 (“Global Crossing”) and Callwave, a California corporation, with its principal office at 136 W Canon Perdido ST, Santa Barbara, CA 93101 (“Customer”).
FIRST AMENDMENT TO EARTHLINK PARTNER AGREEMENTEarthlink Partner Agreement • May 13th, 2004 • Callwave Inc
The First Amendment to EarthLink Partner Agreement is made this 6th day of January, 2004 to the EarthLink Partner Agreement (as amended, the “Agreement”) dated March 20, 2003, by and between EarthLink, Inc., a Delaware corporation, and Callwave, Inc., a California corporation. All capitalized terms defined in the Agreement and used herein shall have the same defined meanings in this First Amendment.
SECURITIES PURCHASE AGREEMENT dated February 12, 2004 among CALLWAVE, INC. AND THE INVESTORS NAMED HEREINSecurities Purchase Agreement • May 13th, 2004 • Callwave Inc • California
SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of February 12, 2004 by and among CALLWAVE, INC., a California corporation (the “Company”), the Persons listed on Annex I (the “Investors”) and the Persons listed on Annex II hereto (each, a “Seller” and collectively, the “Sellers”).
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 13th, 2004 • Callwave Inc
THIS FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) is made and executed, dated for reference purposes as of February 12, 2004, and effective with respect to each provision hereof as of the “Effective Date” specified for such provision in Section 5.1, below (the “Effective Date”), by and among CALLWAVE, INC., a California corporation (the “Company”), and each holder of outstanding shares of the Company’s Preferred Stock (each, an “Investor”), with reference to the following facts:
SECOND AMENDMENT TO EARTHLINK PARTNER AGREEMENTEarthlink Partner Agreement • May 13th, 2004 • Callwave Inc
This Second Amendment to EarthLink Partner Agreement is made this 19th day of March, 2004 to the EarthLink Partner Agreement (as amended, the “Agreement”) dated March 20, 2003, by and between EarthLink, Inc., a Delaware corporation, and CallWave, Inc., a California corporation, as mended on January 6, 2004. All capitalized terms defined in the Agreement and used herein shall have the same defined meanings in this Second Amendment.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 25th, 2009 • Callwave Inc • Telegraph & other message communications • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of February, 2009 by and between CallWave, Inc., a Delaware corporation (“Seller”) and j2 Global Communications, Inc., a Delaware corporation (“Purchaser” and, together with Seller, the “Parties” and individually, a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2005 • Callwave Inc • Telegraph & other message communications • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of December 13, 2005 (the “Effective Date”), by and between CALLWAVE, INC., a Delaware corporation (the “Company”), and JOSHUA FRASER (“Employee”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2004 • Callwave Inc • Telegraph & other message communications • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of August 11, 2004 (the “Effective Date”), by and between CALLWAVE, INC., a California corporation (the “Company”), and JOHN GREATHOUSE (“Employee” and “Executive”), with reference to the following facts:
Master Network Interconnection and Resale AgreementMaster Network Interconnection and Resale Agreement • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • Kansas
This Interconnection and Resale Agreement (the “Agreement”), entered into this 15th day of August, 2002 is entered into by and between Mpower Communications Corp., a Nevada corporation (“CLEC”), and Central Telephone Company - Nevada dba Sprint of Nevada, a Delaware corporation (“Sprint”), to establish the rates, terms and conditions for local interconnection, local resale, and purchase of unbundled network elements (individually referred to as the “service” or collectively as the “services”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND AMONG CALLWAVE, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF MAY 31, 2001Investor Rights Agreement • May 13th, 2004 • Callwave Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) dated for reference purposes as of May 31, 2001, by and among CALLWAVE, INC., a California corporation (the “Company”) and the holders of the Company’s Series A Preferred Stock listed on Schedule A hereto (the “SERIES A HOLDERS”), the holders of the Company’s Series B Preferred Stock listed on Schedule B hereto (the “SERIES B HOLDERS”), the holders of the Company’s Series C Preferred Stock listed on Schedule C hereto (the “SERIES C HOLDERS”), the holders of the Company’s Series D Preferred Stock listed on Schedule D hereto (the “SERIES D HOLDERS”), and the holders of the Company’s Series E Preferred Stock listed on Schedule E hereto (the “SERIES E HOLDERS”) (each of the Series A Holders, the Series B Holders, the Series C Holders, the Series D Holders, and the Series E Holders individually is referred to as an “INVESTOR” and collectively are referred to as the “INVESTORS”), with reference to the following facts:
IRREVOCABLE PROXY AND VOTING AGREEMENTIrrevocable Proxy and Voting Agreement • May 13th, 2004 • Callwave Inc • California
This Irrevocable Proxy and Voting Agreement (the “Agreement”) is entered into this 12th day of February, 2004, by and among the parties identified as Investors on the signature page hereto (the “Investors”) and PETER SPERLING (“Proxyholder”).
This offer is voidable by Global Crossing if not signed by Customer and returned to Global Crossing by November 30, 2002. AMENDMENT NO. 2 TO AGREEMENT FOR RETAIL UNITED STATES SERVICESRetail Competitive Services Agreement • May 13th, 2004 • Callwave Inc
This is an Amendment to the Retail Competitive Services Agreement (“Agreement”) between Global Crossing Telecommunications, Inc., located at 30300 Telegraph Road, Bingham Farms, MI 48025-4510 (“Global Crossing”) and Callwave located at 136 West Canon Perdido Street, Santa Barbara, California 93101 (the “Customer”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2004, by and between CALLWAVE, INC., a Delaware corporation (the “Company”), and (“Indemnitee”), with reference to the following facts:
CALLWAVE, INC. STOCKHOLDERS’ AGREEMENT February 12, 2004Stockholders’ Agreement • May 13th, 2004 • Callwave Inc • California
WHEREAS, each Stockholder owns, as of the Closing Date, that number of Shares set forth opposite such Stockholder’s name on Annex I hereto;
Master Service AgreementMaster Service Agreement • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • Delaware
This Master Service Agreement (this “Agreement”) is entered into this 30th day of April, 2004 (“Effective Date”) by and between LEVEL 3 COMMUNICATIONS, LLC (“Level 3”) and CALLWAVE. INC. (“Customer”).
FIRST AMENDMENT TO LEASELease Amendment • May 13th, 2004 • Callwave Inc
This FIRST AMENDMENT TO LEASE (this “Agreement”) is made as of the 17th day of December, 2002, by and between 200 SOUTH VIRGINIA INVESTMENTS, LLC (“Landlord”) and LIBERTY TELECOM, LLC, a Delaware limited liability company (“Tenant”).
QWEST COMMUNICATIONS CORPORATION CARRIER SERVICES AGREEMENTCarrier Services Agreement • May 13th, 2004 • Callwave Inc • New York
[*] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
LIBERTY TELECOM, L.L.C. Enhanced Services Provider Access Service AgreementEnhanced Services Provider Access Service Agreement • May 13th, 2004 • Callwave Inc • Nevada
This Enhanced Services Provider Access Service Agreement is made this 1st day of November, 1999 between Liberty Telecom, L.L.C. (“Liberty Telecom”) and CallWave, Inc. (“ESP”). Liberty Telecom will provide Enhanced Services Provider Access Services, and other services, to ESP in accordance with the following service, operating, and facility arrangements:
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2005 • Callwave Inc • Telegraph & other message communications • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of January 26, 2005 (the “Effective Date”), by and between CALLWAVE, INC., a California corporation (the “Company”), and ADRIAN VAN HAAFTEN (“Employee” and “Executive”), with reference to the following facts:
SS7 DIRECT SERVICE AGREEMENTSs7 Direct Service Agreement • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • New York
THIS SS7 DIRECT SERVICE AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of December, 2003 (the “Effective Date”) by and between MCI WORLDCOM Network Services Inc., a Delaware corporation (“MCI”) and Liberty Telecom, LLC, a Delaware Limited Liability company (“Customer”). The signatories to this Agreement individually are referred to as a “Party” and collectively are referred to as the “Parties.”
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2006 • Callwave Inc • Telegraph & other message communications • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of June 5, 2006 (the “Effective Date”), by and between CALLWAVE, INC., a California corporation (the “Company”), and C. STEPHEN CORDIAL (“Employee”), with reference to the following facts:
______ _____ at Global Crossing’s option if not signed by Customer and returned to Global Crossing by November 17, 2000. SELECT ACCOUNT NETWORKS SERVICES AGREEMENT SANS Option # 4701Network Services Agreement • May 13th, 2004 • Callwave Inc • Michigan
This is an Agreement between Global Crossing Telecommunications, Inc. located at 30300 Telegraph Road, Bingham Farms, MI ____ -_____ (“Global Crossing”) and Callwave located at 136 West Canon Perido Street, Santa Barbara, CA 93101 (the “Customer”).
OSG PRINT AND MAIL FULFILLMENT SERVICES AGREEMENTPrint and Mail Fulfillment Services Agreement • May 13th, 2004 • Callwave Inc • New Jersey
WHEREAS, OUTPUT SERVICES GROUP is a company organized and existing under the laws of the State of New Jersey, having its principal place of business located at 100 West Forest Avenue, Suite G, Englewood, New Jersey 07631, U.S.A. (hereinafter referred to as “OSG”), and is engaged in the business of providing print and mail fulfillment and other related services (hereinafter referred to as the “OSG Services”); and
VeriSign Payment Services Merchant Services AgreementMerchant Services Agreement • May 13th, 2004 • Callwave Inc • California
This Merchant Services Agreement (the “Agreement”) is entered into as of the date signed by Merchant (as defined herein) in the signature block below (the “Effective Date”) by and between VeriSign, Inc. having its principal place of business at 487 East Middlefield Road, Mountain View, California 94043, and the Merchant identified in the signature block at the end of this Agreement (“Merchant”), provided that Merchant does not modify this Agreement in any manner or form. In the event of modification hereto, such modification shall constitute a counter offer by Merchant to VeriSign and this Agreement shall not become effective as of the date signed by Merchant.
SERVICES AGREEMENT WORK ORDER ATTACHMENT TRANSWORKS SERVICES AGREEMENTServices Agreement • June 30th, 2004 • Callwave Inc • Telegraph & other message communications • California
This Services Agreement, is made as of October 24, 2001 between TransWorks Information Services Private Limited, an Indian Private Limited Company, with its principal place of business located at Teritex Building, Saki Vihar Road, Mumbal 400 072, India (“TransWorks”), and CallWave, Inc. a California corporation with its principal place of business located at 136 W. Canon Perdido, Santa Barbara, California (“Client”).
