SUBORDINATION AGREEMENTSubordination Agreement • December 1st, 2022 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • California
This Subordination Agreement (the “Agreement”) is made as of November 30, 2022, by and among the undersigned creditors set forth on the signature pages attached hereto (each individually and collectively, jointly and severally, “Creditor”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • December 11th, 2023 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
This Debt Conversion Agreement (this “Agreement”) is made and entered as of December 6, 2023 by and between Slingshot Capital, LLC, a Delaware limited liability company (the “Lender”), and Minim, Inc., a Delaware corporation (“Minim”). Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Loan Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • January 2nd, 2024 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is being signed on December 28, 2023 (the “Signature Date”) by and among (X) Minim, Inc. a Delaware corporation whose Common Stock is listed for trading on the Nasdaq (the “Company”), (Y) Mr. David Elliot Lazar, an individual (the “Proxy”), and (Z) each of (i) Mr. Jeremy P. Hitchcock, an individual, (ii) Orbit Group LLC, a New Hampshire limited liability company, (iii) Hitchcock Capital Partners, LLC, a New Hampshire limited liability company, (iv) Zulu Holdings LLC, a New Hampshire limited liability company, (v) Slingshot Capital, LLC, a New Hampshire limited liability company, and (vi) Ms. Elizabeth Cash Hitchcock, an individual (each person or entity part of group “(Z)” hereinafter referred to as, a “Stockholder” and collectively: the “Stockholders”). Each party executing an Adoption Agreement in the form attached hereto as Exhibit A, as required by this Agreement, shall also be referred to herein as a “Stockholder”.
DIRECTOR RESIGNATION AGREEMENTDirector Resignation Agreement • April 11th, 2023 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
This Agreement (this “Agreement”) is hereby made as of April 7, 2023 by and among Minim, Inc. (the “Company”), Sandra Howe (the “Director”) and the other parties hereto on the signature page hereof (collectively, the “Other Parties”). The Company, the Director and the Other Parties are referred to herein as the “Parties.”
BRIDGE LOAN AGREEMENTBridge Loan Agreement • December 1st, 2022 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Massachusetts
This BRIDGE LOAN AGREEMENT is made as of November 30, 2022 (this "Agreement") by and among (a) MINIM, INC., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc.) ("Minim"), (b) CADENCE CONNECTIVITY, INC., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence”) (Minim and Cadence are hereinafter sometimes referred to collectively as the “Borrowers” and each singly as a “Borrower”) and (c) SLINGSHOT CAPITAL, LLC, a Delaware limited liability company (the "Lender") (the Lender and the Borrowers are hereinafter sometimes referred to collectively as the “Parties” and each singly as a “Party”).
Joint Filing AgreementJoint Filing Agreement • October 21st, 2019 • Hitchcock Jeremy P. • Telephone & telegraph apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment No. 1 to Schedule 13D with respect to the shares of Common Stock, $0.01 par value, of Zoom Telephonics, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
STANDSTILL AND VOTING AGREEMENTStandstill and Voting Agreement • October 13th, 2020 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
THIS STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made as of October 9, 2020, by and among Zoom Telephonics, Inc., a Delaware corporation (the “Company”), Zulu Holdings LLC, a New Hampshire limited liability company (“Zulu”), and Jeremy P. Hitchcock (“Hitchcock”). The Company, Zulu and Hitchcock are each referred to herein as a “Party” and collectively as the “Parties”.
SUPPORT AGREEMENTSupport Agreement • November 16th, 2020 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
This Support Agreement (this “Agreement”) is entered into as of November 12, 2020, by and among Zoom Telephonics, Inc., a Delaware corporation (“Parent”), Minim Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Holder”) of capital stock of the Company. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 4th, 2020 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • New Hampshire
STOCK PURCHASE AGREEMENT, dated as of July 31, 2020, by and between James E. Besser, Morgan C. Frank, Manchester Management Company, LLC, Manchester Explorer, L.P., and JEB Partners, L.P. (collectively, the “Sellers”), and Zulu Holdings LLC (the “Buyer”).
DIRECTOR RESIGNATION AGREEMENTDirector Resignation Agreement • February 8th, 2023 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
This Agreement (this “Agreement”) is hereby made as of January 31, 2023 by and among Minim, Inc. (the “Company”), David Aronoff (the “Director”) and the other parties hereto on the signature page hereof (collectively, the “Other Parties”). The Company, the Director and the Other Parties are referred to herein as the “Parties.”
AGREEMENTAgreement • December 1st, 2022 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
This Agreement (this “Agreement”) is hereby made as of November 23, 2022 by and among Minim, Inc. (the “Company”), Joshua Horowitz (the “Director”) and the other parties hereto on the signature page hereof (collectively, the “Other Parties”). The Company, the Director and the Other Parties are referred to herein as the “Parties.”
ContractHitchcock Jeremy P. • December 1st, 2022 • Telephone & telegraph apparatus • Massachusetts
THIS INSTRUMENT IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH, BY AND AMONG THE BORROWERS, THE LENDER AND SILICON VALLEY BANK, TO WHICH REFERENCE IS MADE FOR THE TERMS OF SUCH SUBORDINATION.
Security and Loan Termination AgreementSecurity and Loan Termination Agreement • December 1st, 2022 • Hitchcock Jeremy P. • Telephone & telegraph apparatus
This Security and Loan Termination Agreement (this “Agreement”) is entered into as of this 29th day of November, 2022 by and between Minim, Inc., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc. (“Minim”), Cadence Connectivity, Inc., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence” and, together with Minim, each a “Borrower” and, together, the “Borrowers”), and Slingshot Capital, LLC, a Delaware limited liability company (“Lender” and, together with Borrowers, each a “Party” and, collectively, the “Parties”).
BRIDGE LOAN AND SECURITY AGREEMENTBridge Loan and Security Agreement • December 1st, 2022 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Massachusetts
This BRIDGE LOAN AND SECURITY AGREEMENT is made as of November 23, 2022 (this "Agreement") by and among (a) MINIM, INC., a Delaware corporation (as successor by merger to Zoom Telephonics, Inc.) ("Minim"), (b) CADENCE CONNECTIVITY, INC., a Delaware corporation (formerly known as Zoom Connectivity, Inc.) (“Cadence”) (Minim and Cadence are hereinafter sometimes referred to collectively as the “Borrowers” and each singly as a “Borrower”) and (c) SLINGSHOT CAPITAL, LLC, a Delaware limited liability company (the "Lender") (the Lender and the Borrowers are hereinafter sometimes referred to collectively as the “Parties” and each singly as a “Party”).
Joint Filing AgreementJoint Filing Agreement • January 15th, 2020 • Hitchcock Jeremy P. • Telephone & telegraph apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment No. 2 to Schedule 13D with respect to the shares of Common Stock, $0.01 par value, of Zoom Telephonics, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • January 21st, 2020 • Hitchcock Jeremy P. • Telephone & telegraph apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Zoom Telephonics, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
SETTLEMENT AGREEMENTSettlement Agreement • August 20th, 2021 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • Delaware
This Settlement Agreement (“Agreement”) is entered into as of August 20 2021 (the “Effective Date”), among Minim, Inc. (“Minim” or the “Company”), Jeremy Hitchcock (“Hitchcock”) and Eric Griffith (“Stockholder”) (collectively, the “Parties,” and each individually a “Party”).
Joint Filing AgreementJoint Filing Agreement • December 11th, 2023 • Hitchcock Jeremy P. • Telephone & telegraph apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Zoom Telephonics, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 13th, 2020 • Hitchcock Jeremy P. • Telephone & telegraph apparatus • New Hampshire
This STOCK PURCHASE AGREEMENT, dated as of October 9, 2020, is by and between Frank B. Manning, Terry Manning, Rebecca Manning, Peter R. Kramer, Bruce M. Kramer, the Bruce M. Kramer Living Trust under agreement dated July 31, 1996, Elizabeth T. Folsom, and Joseph Donovan (collectively, the “Sellers”), Zulu Holdings LLC, a New Hampshire limited liability company (the “Buyer”), and, solely with regard to Sections 4.3, 4.4 and 4.5 hereof, Jeremy Hitchcock.
