EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • 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:
INTERMETRO COMMUNICATIONS, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement (“Agreement”) is made as of April , 2006 by and between InterMetro Communications, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 23rd, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • 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:
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2006 • InterMetro Communications, Inc. • 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:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is effective as of the [ ] day of [ ], by and between [INSERT NAME] (“Buyer”) and Charles Rice (“Seller”), with reference to the following facts:
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. STRATEGIC AGREEMENTStrategic Agreement • May 11th, 2006 • InterMetro Communications, Inc. • 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:
UNSECURED CREDIT FACILITYUnsecured Credit Facility • September 1st, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • California
FOR VALUE RECEIVED, InterMetro Communications, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of [Insert Name] (the “Lender”), at 2685 Park Center Drive, Building A, Simi Valley, California 93065, the principal sum equal to the amount outstanding from time to time indicated on Schedule A of this unsecured credit facility (the “Facility”) reflecting advances made by the Lender to the Borrower under this Facility, not to exceed [Insert Amount] Dollars ($[Insert Amount]), bearing monthly compounded interest at the rate of ten percent (10%) per annum, payable principal and accrued but unpaid interest on August 31, 2007 (the “Due Date”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This Amended and Restated Loan and Security Agreement (“Agreement”) is entered into on January , 2006 among InterMetro Communications, Inc., a California corporation (the “Borrower” or the “Company”), 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”). This Agreement amends, restates, and entirely supersedes that certain Loan and Security Agreement, dated November 24, 2003, as amended by that certain Amendment to Loan and Security Agreement, dated June 25, 2004, that certain Amendment to Loan and Security Agreement, dated November 15, 2004, that certain Amendment to Loan and Security Agreement dated November 23, 2004, that certain Amendment to Loan and Security Agreement dated February 21, 2005, that certain Amendment to Loan and Security Agreement dated April 30, 2005, that certain Amendment to Loan and Security Agreement dated May 21, 2005, that ce
FOUNDER’S STOCK OPTION AGREEMENTFounder’s Stock Option Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This Founder’s Stock Option Agreement (the “Agreement”) is dated as of , 2004 by and between Charles Rice (“Rice”), and [INSERT NAME] (“Optionee”).
2,225,000 Shares of Common Stock InterMetro Communications, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
VOTING AGREEMENTVoting Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January __, 2006, by and between InterMetro Communications, Inc., a California corporation (the “Company”), Charles Rice (the “Majority Shareholder”), and the persons and entities listed on Exhibit A hereto, as such exhibit may be amended from time to time (the “Lenders”), with respect to the following facts:
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission.Master Lease Agreement • May 11th, 2006 • InterMetro Communications, Inc. • Oregon
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. Services AgreementServices Agreement • June 23rd, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
This Services Agreement (this “Agreement”) is made as of the 2nd day of Aug, 2005 (the “Effective Date”), by and between INTERMETRO COMMUNICATIONS, INC, a California corporation, having a business address at 2685 Park Center Drive, Building A, Simi Valley, CA 93065, USA (“PROVIDER”) and CVT Prepaid Solutions, Inc. (DBA CVTel), a Delaware corporation, having a business address at 40 Cutter Mill Road, Great Neck, NY 10021 (“CUSTOMER”), (the PROVIDER and with CUSTOMER collectively, the “Parties” and individually, a “Party”).
ContractWarrant • May 11th, 2006 • InterMetro Communications, Inc. • California
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
ContractWarrant Agreement • July 13th, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecurity Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. Services AgreementServices Agreement • May 11th, 2006 • InterMetro Communications, Inc.
This Services Agreement (this “Agreement”) is made as of the 2nd day of Aug, 2005 (the “Effective Date”), by and between INTERMETRO COMMUNICATIONS, INC, a California corporation, having a business address at 2685 Park Center Drive, Building A, Simi Valley, CA 93065, USA (“PROVIDER”) and CVT Prepaid Solutions, Inc. (DBA CVTel), a Delaware corporation, having a business address at 40 Cutter Mill Road, Great Neck, NY 10021 (“CUSTOMER”), (the PROVIDER and with CUSTOMER collectively, the “Parties” and individually, a “Party”).
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, 2006Confidential Term Sheet • June 23rd, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
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”).
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, 2006Confidential Term Sheet • July 27th, 2006 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
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”).
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. CONFIDENTIAL LETTER AGREEMENT BETWEEN INTERMETRO COMMUNICATIONS, INC. AND 99¢ ONLY STORES June 30, 2005Merchandise Partnership Agreement • May 11th, 2006 • InterMetro Communications, Inc.
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.
