INTELEPEER, INC. [ ] Shares of Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • December 15th, 2011 • Intelepeer Inc • Services-telephone interconnect systems • New York
IntelePeer, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose severally and not jointly to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company, and the Selling Stockholders propose severally and not jointly to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
INDEMNITY AGREEMENTIndemnity Agreement • May 10th, 2011 • Intelepeer Inc • Delaware
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractSecurities Purchase Agreement • January 24th, 2012 • Intelepeer Inc • Services-telephone interconnect systems • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii)AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2011 • Intelepeer Inc • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between IntelePeer, Inc. (the “Company” or “IntelePeer”) and Frank M. Fawzi (“Executive” or “You”) (either party individually, “Party,” collectively, the “Parties”) as of May 6, 2011.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 5th, 2012 • Intelepeer Inc • Services-telephone interconnect systems • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 5, 2010 and is entered into by and between INTELEPEER, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), on the one hand, and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Hercules”), and COMERICA BANK, a Michigan banking corporation (“Comerica” and collectively with Hercules, the “Lenders”; each of the Lenders individually, a “Lender”).
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
IntelePeer, Inc. STOCKHOLDER AGREEMENTStockholder Agreement • January 24th, 2012 • Intelepeer Inc • Services-telephone interconnect systems • Delaware
This Stockholder Agreement (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of January 23, 2012, is made by and among VantagePoint Venture Partners 2006 (Q), L.P. (“VantagePoint”), KENNET II L.P. (“Kennet”) and IntelePeer, Inc., a Delaware corporation (the “Company”).
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • December 15th, 2011 • Intelepeer Inc • Services-telephone interconnect systems
THIS LEASE AGREEMENT is made and entered into by and between Garvin Partners, (“Landlord”), a Delaware corporation, and IntelePeer, Inc. (“Tenant”) a Delaware corporation.
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2011 • Intelepeer Inc • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 31, 2008 by and among IntelePeer, Inc., a Delaware corporation (the “Company”), Frank M. Fawzi (“Fawzi”), John Belanger, Haydar Haba, Dan Quandt, Sam Raman, Michael Vorce, Fawzi Common Stock, Inc. (“FCS”), UIS, LLC (“UIS”) and Thomas M. Ferguson (“Ferguson”), each an individual (each a “Founder” and together the “Founders”), and the persons and entities listed on EXHIBIT A attached hereto (the “Investors”).
ContractSecurities Purchase Agreement • December 15th, 2011 • Intelepeer Inc • Services-telephone interconnect systems • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
INTELEPEER, INC. EAST WEST BANK LOAN AND SECURITY AGREEMENT MAY 16, 2011Loan and Security Agreement • July 8th, 2011 • Intelepeer Inc • Services-telephone interconnect systems • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of May 16, 2011, by and between EAST WEST BANK (“Bank”) and INTELEPEER, INC., a Delaware corporation (“Borrower”).
LETTER HEAD] SUBLEASESublease • May 10th, 2011 • Intelepeer Inc • California
This Lease is made between Landlord and Tenant named in Article 1 as of the date set forth therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
WARRANT TO PURCHASE PREFERRED STOCKWarrant Agreement • May 10th, 2011 • Intelepeer Inc • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $100.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Loan and Security Agreement No. INTEX dated as of April 10, 2009, this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliates identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants and Direct Equity Investments dated as of January 1, 2007, as may be amended and restated from time to time, and deemed effective as of July 20, 2004, (“Holder”) by INTELEPEER, INC., a Delaware corporation (the “Company”).
INTELEPEER, INC. AMENDMENT TO WARRANTSWarrant Amendment • May 10th, 2011 • Intelepeer Inc • California
This Amendment to Warrants (this “Amendment”), effective as of October 23, 2010, 2010 (the “Effective Date”), is entered into by and between IntelePeer, Inc. (f/k/a Voex, Inc.), a Delaware corporation (the “Company”), and DNJ Leasing II LP (“Holder”).
ContractWarrant Agreement • May 10th, 2011 • Intelepeer Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
First Amendment to SubleaseSublease • May 10th, 2011 • Intelepeer Inc
THIS FIRST AMENDMENT to Sublease is made as of April 5, 2011, and is a part of that Sublease dated August 1, 2008, by and between Con-way Inc., a Delaware corporation (“Sublessor”), and IntelePeer, Inc., a Delaware corporation (“Sublessee”), and is made with reference to the following facts:
