OFFICE LEASE THIS LEASE is made as of the 18th day of September 1986 by and between Landlord and Tenant WITNESSETH: 1. TERMS AND DEFINITIONS. For purpose of this Lease, the following terms shall have the following definitions and meanings: A....Office Lease • May 15th, 2002 • Lucys Cafe Inc • California
LOAN AND SECURITY AGREEMENT by and between MORIAH CAPITAL, L.P., as Lender, and INTERMETRO COMMUNICATIONS, INC. (NEVADA), INTERMETRO COMMUNICATIONS, INC. (DELAWARE) and ADVANCED TEL, INC. as Borrowers Dated: As of April 30, 2008Loan and Security Agreement • April 15th, 2009 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
LOAN AND SECURITY AGREEMENT, dated as of April 30, 2008, by and among INTERMETRO COMMUNICATIONS, INC., a Nevada corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Holdings”), INTERMETRO COMMUNICATIONS, INC., a Delaware corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“InterMetro”), ADVANCED TEL, INC., a California corporation with its principal place of business at 30575 Trabuco Canyon Road, Suite 200, Trabuco Canyon, CA 92679 (“Advanced” and, together with Holdings and InterMetro, and as further defined below, "Borrower"), and MORIAH CAPITAL, L.P., a Delaware limited partnership with offices at 685 Fifth Avenue, New York, New York 10022 (as further defined below, the "Lender").
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of January, 2004 by and between InterMetro Communications, Inc., a California corporation (the “Company”), and Vincent Arena, an individual (“Employee”), and is made with respect to the following facts:
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OR AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of WarrantLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • California
THIS CERTIFIES THAT, for value received, ________________ (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time on or after the date hereof, to purchase up to ______________________ ( ________ ) shares of Common Stock (the “Warrant Shares”), from InterMetro Communications, Inc., a Nevada corporation (the “Company”), at an exercise price per share equal to Twenty-Five Cents ($0.25) (as adjusted from time to time, the “Purchase Price). This Warrant shall expire at 5:00 p.m. Pacific time on October 11, 2019 (the “Expiration Date”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant (the “Warrant Shares”) and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued pursuant to that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of October 1, 2012.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of the 30th day of March 2006 by and between Advanced Tel, Inc., a California corporation (“ATI”), David Singer, an individual and sole shareholder of ATI (“Singer” or the “Seller”), and InterMetro Communications, Inc., a California corporation (the “Buyer” or “Company”), with respect to the following facts:
INTERMETRO COMMUNICATIONS, INC.Lucys Cafe Inc • January 9th, 2007 • Retail-eating places
The undersigned, InterMetro Communications, Inc. (the “Company”), hereby agrees with Hunter World Markets, Inc. (“Hunter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 31st day of March 2006, by and between Advanced Tel, Inc., a California corporation (the “Company”), and David Singer, an individual (“Employee”), and is made with respect to the following facts:
STRATEGIC AGREEMENTStrategic Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
This Strategic Agreement (the “Agreement”) is made and entered into as of the 21st day of May 2004 by and between InterMetro Communications, Inc., a California corporation (“IMC”), and Qualitek Services, Inc., a California corporation (“QSI”), with respect to the following facts:
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
This First Amendment to Amended and Restated Loan and Security Agreement (“First Amendment”) is made and entered into as of October 1, 2012 among InterMetro Communications, Inc., a Nevada corporation (the “Borrower,” “Pledgor” or the “Company”), each Subsidiary of Borrower (together with the Borrower, the “Pledgors” or individually a “Pledgor”), the Requisite Lenders for and on behalf of all of the lenders identified on Exhibit A attached hereto (each individually a “Lender” and collectively the “Lenders”), and Glenhaven Corporation, as agent for the Lenders hereunder (the “Agent”).
INTERMETRO COMMUNICATIONS, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places • Delaware
This Indemnification Agreement (“Agreement”) is made as of April , 2006 by and between InterMetro Communications, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ADDITIONAL REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2007 • Lucys Cafe Inc • Retail-eating places
This Additional Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, by and among Lucy’s Cafe, Inc., a Nevada corporation (the “Company”), on the one hand, and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”) and Hunter World Markets, Inc. (“Hunter”), on the other hand.
ContractInterMetro Communications, Inc. • November 15th, 2010 • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INTERMETRO COMMUNICATIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
TERM CREDIT AGREEMENTTerm Credit Agreement • January 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
THIS TERM CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2006, by and between InterMetro Communications, Inc., a Delaware corporation (“Borrower”), and The Hunter Fund Limited (“Lender”), with reference to the following:
MORIAH CAPITAL L.P. LOAN PAYOFF AGREEMENTLoan Payoff Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
EXCHANGE AGREEMENTExchange Agreement • January 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
This Exchange Agreement (the “Agreement”) is entered into as of the 29th day of December 2006 by and between Lucy’s Cafe, Inc., a Nevada corporation (the “Company”), InterMetro Communications, Inc., a Delaware corporation (“InterMetro”), and the stockholder, note holder, and warrant holder, as the case may be, of InterMetro who is listed as the “Investor” in the signature block of this Agreement (the “InterMetro Investor”), with respect to the following facts:
VOTING AGREEMENTVoting Agreement • January 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
THIS VOTING AGREEMENT (the “Agreement”) is entered into as of the 29th day of December 2006 in Simi Valley, California by and between Charles Rice (the “Rice”), and David Marshall, Santa Monica Capital, LLC, a California limited liability company, David Marshall Pension Trust, David Marshall, Inc., a California corporation, and Glenhaven Corporation, a California corporation (collectively, the “Shareholder”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OR AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of Promissory NoteLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
THIS AMENDED AND RESTATED NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS AMENDED AND RESTATED NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. CONFIDENTIAL TERM SHEET BETWEEN CANTATA TECHNOLOGY, INC. AND INTERMETRO COMMUNICATIONS, INC. May 2, 2006Lucys Cafe Inc • February 9th, 2007 • Retail-eating places
This proposal (the “Term Sheet”) summarizes the principal terms with respect to a business relationship between Cantata Technology, Inc. and its affiliates and subsidiaries (collectively, “Cantata”), formerly known as Excel Switching Corporation and Brooktrout Technology, and InterMetro Communications, Inc. (“InterMetro”). Both parties agree in good faith that appropriate documents in final form will be executed regarding the subject matter of this Term Sheet and will contain all other essential terms of an agreed upon transaction (the “Definitive Agreement”).
AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of Warrant 2010 EXTENSION WARRANTInterMetro Communications, Inc. • March 30th, 2011 • Telephone communications (no radiotelephone)
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT AND LOAN DOCUMENTSLoan and Security Agreement • November 15th, 2010 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
Amendment No. 6, dated September __, 2010, effective as of April 30, 2010 (“Sixth Amendment”), to that certain Loan and Security Agreement, dated as of April 30, 2008, as amended by Amendment No. 1 on September 10, 2008, by Amendment No. 2 on November 6, 2008, by Amendment No. 3 as of March 25, 2009, by Amendment No. 4 dated May 22, 2009 and by Amendment No. 5 dated March 10, 2010 (the “Amended Loan Agreement”), by and among INTERMETRO COMMUNICATIONS, INC., a Nevada corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Holdings”), INTERMETRO COMMUNICATIONS, INC., a Delaware corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“InterMetro”), ADVANCED TEL, INC., a California corporation with its principal place of business at 30575 Trabuco Canyon Road, Suite 200, Trabuco Canyon, CA 92679 (“Advanced” and, together with Holdings and InterMetr
MORIAH CAPITAL L.P. SECURITY AGREEMENTSecurity Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of this 9th day of October, 2012, by and between INTERMETRO COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), INTERMETRO COMMUNICATIONS, INC., a Delaware corporation, (“IM-Delaware”), and ADVANCED TEL, INC., a California corporation (“Advanced” and, together with Holdings and IM-Delaware, collectively, “InterMetro”), and MORIAH CAPITAL, L.P., a Delaware limited partnership (“Moriah”).
VOTING AGREEMENTVoting Agreement • January 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
THIS VOTING AGREEMENT (the “Agreement”) is entered into as of the 29th day of December 2006 in Simi Valley, California by and between Charles Rice (the “Rice”), and Mitchell Pindus, Pindus Living Trust, Erin Pindus, Tobias Pindus, and Myles Pindus (collectively, the “Shareholder”).
LOAN AND SECURITY AGREEMENT Between TRANSPORTATION ALLIANCE BANK INC. dba TAB BANK as Lender and INTERMETRO COMMUNICATIONS, INC. AND ADVANCED TEL, INC. as BorrowersLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Utah
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into and made as of October 9, 2012 (the “Effective Date”), by Transportation Alliance Bank Inc. dba TAB Bank, a Utah industrial loan corporation (together with its participants, successors and assigns, “Lender”), and InterMetro Communications, Inc., a Delaware corporation, and Advanced Tel, Inc., a California corporation (individually, collectively, and together with their respective successors and permitted assigns as, “Borrower”).
MORIAH L.P. SECURITY AGREEMENT NOTE CONVERSION AGREEMENTNote Conversion Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
NOTE CONVERSION AGREEMENT, dated as of October 9, 2012 (this “Agreement”), between InterMetro Communications, Inc., a Nevada corporation (the “Company”), and Moriah Capital, L.P., a Delaware limited partnership (together with its successors and any assignees, “Moriah”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2008 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • California
This Loan and Security Agreement ("Agreement") is entered into on January 16, 2008, among InterMetro Communications, Inc., a Nevada corporation (the “Borrower,” “Pledgor” or the “Company”), each Subsidiary of Borrower (together with the Borrower, the “Pledgors” or individually a “Pledgor”) and the lenders signing the signature page hereto (each individually a “Lender” and collectively the “Lenders”), and Glenhaven Corporation, as agent for the Lenders hereunder (the “Agent”). Certain capitalized terms used and not otherwise defined herein are defined on Exhibit A hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of January, 2004 by and between InterMetro Communications, Inc., a California corporation (the “Company”), and Jon deOng, an individual (“Employee”), and is made with respect to the following facts:
LETTER AGREEMENT BETWEEN INTERMETRO COMMUNICATIONS, INC. AND 99¢ ONLY STORESLetter Agreement • February 9th, 2007 • Lucys Cafe Inc • Retail-eating places
This proposal sets forth the principal terms with respect to a vendor relationship between InterMetro Communications, Inc. (“InterMetro”), on the one hand, and 99¢ Only Stores (“NDN”), on the other hand, to be created upon the execution of this Letter Agreement.
MORIAH CAPITAL L.P. SECURITY AGREEMENT PROMISSORY NOTESecurity Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
FOR VALUE RECEIVED, each of the undersigned, INTERMETRO COMMUNICATIONS, INC., a Nevada corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Holdings”), INTERMETRO COMMUNICATIONS, INC., a Delaware corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Communications”), and ADVANCED TEL, INC., a California corporation with its principal place of business at 30575 Trabuco Canyon Road, Suite 200, Trabuco Canyon, California 92679 (“Advanced” and, together with Holdings and Communications, collectively, “InterMetro”), jointly and severally promise to pay to the order of MORIAH CAPITAL, L.P., a Delaware limited partnership with offices at 444 Madison Avenue, Suite 501, New York, New York 10022, and its successors and assigns (“Moriah”), on or before the Maturity Date, the principal sum of Nine Hundred Eighty-Seven Thousand Five Hundred Dollars (
INITIAL REGISTRATION RIGHTS AGREEMENTInitial Registration Rights Agreement • January 9th, 2007 • Lucys Cafe Inc • Retail-eating places
This Initial Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, by and among Lucy’s Cafe, Inc., a Nevada corporation (the “Company”), on the one hand, and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of the 9th day of October, 2012, by and among TRANSPORTATION ALLIANCE BANK INC., dba TAB BANK, a Utah corporation with offices at 4185 Harrison Boulevard, Suite 200, Ogden, Utah 84403 (“TAB”), GLENHAVEN CORPORATION, a California corporation with an office at 12121 Wilshire Blvd., Suite 1001, Los Angeles, California 90025 (“Glenhaven”), in its capacity as agent for the lenders who are parties to the Glenhaven Loan and Security Agreement (as defined below) acting for and on behalf of the holders of Notes (as defined below) (in such capacity, the “Agent”), the lenders who are parties to the 2009 Loan and Security Agreement (as defined below), MORIAH CAPITAL, L.P., a Delaware limited partnership (“Moriah”), and INTERMETRO COMMUNICATIONS, INC., a Nevada corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Holdings”), INTERMETRO C
VOTING AGREEMENTVoting Agreement • June 25th, 2009 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • California
THIS VOTING AGREEMENT (the “Agreement”) is entered into as of the 31st day of December, 2008 in Simi Valley, California by and between Charles Rice (the “Rice”), and Joshua Touber (the “Shareholder”).
TAB BANK LOAN AND SECURITY AGREEMENT Form of Promissory Note PROMISSORY NOTEInterMetro Communications, Inc. • November 14th, 2012 • Telephone communications (no radiotelephone) • Utah
FOR VALUE RECEIVED, the undersigned, InterMetro Communications, Inc., a Delaware corporation, and Advanced Tel, Inc., a California corporation (individually and collectively referred to hereinafter as “Borrower”), hereby promises to pay to Transportation Alliance Bank Inc. dba TAB Bank (together with its participants, successors and assigns, “Lender”), or its order, on the Termination Date (as defined in that certain Loan and Security Agreement by and between Borrower and Lender, dated as of October 9, 2012, as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”), at Lender’s office at Ogden, Utah, or at such other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal amount of Three Million and 00/100 Dollars ($3,000,000.00), or the aggregate unpaid principal amount of all Advances under the Revolving Loan made by Lender to Borrower under the ter
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OR AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of Promissory Note SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE (PLAN A)Loan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, InterMetro Communications, Inc., a Nevada corporation (the "Company"), promises to pay to the order of [INSERT NAME] ("Holder"), at such address as the Holder shall direct, the principal sum of [INSERT AMOUNT] ($INSERT AMOUNT) plus accrued unpaid interest thereon on the earliest of (i) September 30, 2014 (as such date may be extended pursuant to the terms of the Amended Loan Agreement), or (ii) simultaneously with the closing of (A) any transaction as a result of which the holders of the voting equity securities of the Company immediately before such transaction hold less than a majority of the voting equity securities of the acquiring or surviving entity immediately after such transaction or (B) the sale of all or substantially all of the assets of the Company (the "Maturity Date"). This Second Amended and Restated Note (Plan A) is subject to the following terms and conditions:
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT and FIRST AMENDMENT TO AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT and MORIAH CAPITAL SECURITY AGREEMENT & NOTE CONVERSION AGREEMENT Form of Voting Agreement VOTING...Voting Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS VOTING AGREEMENT (“Agreement”) is made and entered into as of October 9, 2012 by and among InterMetro Communications, Inc., a Nevada corporation (“Company”), Mr. Charles Rice in his capacity as a shareholder of the Company (“Rice”), and _____________________ (“Lender”).
