EXHIBIT 10.9 ZOOM TECHNOLOGIES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Non- qualified Stock Option Agreement (the "Option") made effective as of the __ day of _______ between Zoom Technologies, Inc., (the "Company"), and ________ (the "Recipient"),...Non-Qualified Stock Option Agreement • March 30th, 2005 • Zoom Technologies Inc • Telephone & telegraph apparatus
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of March 16, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara,...Loan and Security Agreement • March 22nd, 2005 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.1Zoom Telephonics Inc • May 15th, 2001 • Telephone & telegraph apparatus • Massachusetts
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 1st, 1999 • Zoom Telephonics Inc • Telephone & telegraph apparatus
RecitalsAgreement • August 8th, 2002 • Zoom Technologies Inc • Telephone & telegraph apparatus
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2000 • Zoom Telephonics Inc • Telephone & telegraph apparatus • Massachusetts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 15, 2009, by and among Zoom Technologies, Inc. a Delaware corporation, with headquarters located at 207 South Street, Boston, Massachusetts 02111 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
SERIES D COMMON STOCK PURCHASE WARRANT ZOOm TECHNOLOGIES, INC.Zoom Technologies Inc • October 21st, 2009 • Telephone & telegraph apparatus
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof, (the "Initial Exercise Date") and on or prior to the close of business on the three (3) month anniversary of the date the Maximum Eligibility Number (as defined in Section 6) is increased; provided, however, that if the Holder is unable to exercise this Warrant in full because of the Beneficial Ownership Limitation (as defined below) set forth in Section 2(e)(i) of this Warrant or because of the Exchange Cap (as defined below) limitation set forth in Section 2(e)(ii), such date shall be extended indefinitely until the Holder can exercise this Warrant in full without breaching the Beneficial Ownership Limitation or the Exchange Cap limitation (the "Termination Date") but not thereafter, to subscribe for and purchase from
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of March 29, 1999, by and between HAYES MICROCOMPUTER PRODUCTS, INC., a Delaware corporation with its principal executive offices located at 1300 Quince Orchard Boulevard, Gaithersburg,...Asset Purchase Agreement • May 17th, 1999 • Zoom Telephonics Inc • Telephone & telegraph apparatus • Delaware
Exhibit 10.3. Letter Agreement Regarding Revolving Line of Credit by and between Zoom Telephonics, Inc. and Fleet National Bank ZOOM TELEPHONICS, INC. 207 South Street Boston, MA 02111 January 17, 1997 Fleet National Bank 75 State Street Boston, MA...Letter Agreement • March 31st, 1998 • Zoom Telephonics Inc • Telephone & telegraph apparatus • Massachusetts
ARTICLE I DEFINITIONSOperating Agreement • August 8th, 2002 • Zoom Technologies Inc • Telephone & telegraph apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this "Agreement") is dated as of October15, 2009, between Zoom Technologies, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
Exhibit 10.7. Amended and Restated Promissory Note issued by the Company in favor of Fleet National Bank AMENDED AND RESTATED PROMISSORY NOTEZoom Telephonics Inc • March 31st, 1998 • Telephone & telegraph apparatus
FOR VALUE RECEIVED, the undersigned Zoom Telephonics, Inc., a Delaware corporation (the "Borrower") hereby promises to pay to the order of FLEET NATIONAL BANK (the "Bank") the principal amount of Five Million and 00/100 ($5,000,000.00) Dollars or such portion thereof as may have been advanced by the Bank or may hereafter be advanced by the Bank pursuant to ss.1.1 of that certain letter agreement dated January 17, 1997 between the Borrower and the Bank, as amended (as so amended, the "Letter Agreement") and remains outstanding from time to time hereunder ("Principal"), with interest, at the rate hereinafter set forth, on the daily balance of all unpaid Principal, from the date hereof until payment in full of all Principal and interest hereunder.
November 13, 1997 DateSecurity Agreement • March 31st, 1998 • Zoom Telephonics Inc • Telephone & telegraph apparatus • Massachusetts
SHARE EXCHANGE AGREEMENT dated April _28___ 2010, by and among Zoom Technologies, Inc., Nollec Wireless Co., Ltd , SILVER TECH ENTERPRISES LIMITED, KEY NETWORK HOLDINGS LIMITED BETTER DAY FINANCE LIMITED Ever Elite Corporation LimitedShare Exchange Agreement • April 30th, 2010 • Zoom Technologies Inc • Telephone & telegraph apparatus
We are qualified lawyers in the People's Republic of China (which, for the purpose of this legal opinion, does not include the laws of Taiwan, Hong Kong SAR and/or Macao SAR) . We have been requested by Silver Tech Enterprises Limited, a company organized under the laws of the British Virgin Islands (the "Company") to render this opinion in connection with the sale of all the Shares of the Company pursuant to the terms and conditions of that certain Share Exchange Agreement, dated [execution date of the Share Exchange Agreement], by and among the Company, Zoom Technologies, Inc., a company listed at Nasdaq Stock Exchange (the "Stock Exchange") (the "Transaction").
ZOOM TECHNOLOGIES, INC. COMMON STOCK PURCHASE AGREEMENT October 18, 2011Common Stock Purchase Agreement • December 5th, 2011 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of October 18, 2011 by and among Zoom Technologies, Inc., a Delaware corporation (the “Company”), Spreadtrum Communications, Inc., a Cayman Islands company (the “Purchaser”) and each of the key stockholders listed on Schedule I hereto (each, a “Key Stockholder” and collectively, the “Key Stockholders”).
ESCROW AGREEMENTEscrow Agreement • October 21st, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This ESCROW AGREEMENT (this "Agreement") made as of October 6, 2009 by and among Zoom Technologies, Inc.,(the "Issuer"), Global Hunters Securities, LLC (the "Placement Agent"), whose addresses and other information appear on the Information Sheet (attached hereto as "Exhibit A") attached to this Agreement, and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, NY 10004 (the "Escrow Agent").
ZOOM TECHNOLOGIES, INC. COMMON STOCK PURCHASE AGREEMENT October 18, 2011Common Stock Purchase Agreement • November 15th, 2011 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of October 18, 2011 by and among Zoom Technologies, Inc., a Delaware corporation (the "Company"), Spreadtrum Communications, Inc., a Cayman Islands company (the "Purchaser") and each of the key stockholders listed on Schedule I hereto (each, a "Key Stockholder" and collectively, the "Key Stockholders").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2010 • Zoom Technologies Inc • Telephone & telegraph apparatus
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 9, 2010, between Zoom Technologies, Inc, a Delaware corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").
SECURITIES PURCHASE AGREEMENT BY AND AMONG ZOOM TECHNOLOGIES, INC., ZOOM USA HOLDINGS, INC., PORTABLES UNLIMITED, LLC AND THE CELLULAR NETWORK COMMUNICATIONS GROUP, INC. Dated as of October 11, 2011Securities Purchase Agreement • December 28th, 2011 • Zoom Technologies Inc • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this "Agreement") is made and entered into as of October 11, 2011 by and among Zoom Technologies, Inc., a Delaware corporation ("Zoom"), Zoom USA Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Zoom ("Zoom Sub"), Portables Unlimited, LLC, a Delaware limited liability company ("Portables"), and The Cellular Network Communications Group, Inc., a New York corporation ("CNCG"). Zoom, Zoom Sub, Portables and CNCG are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
CHANGE OF CONTROL AND SEVERANCE AGREEMENT BETWEEN THE COMPANY AND PETER R. KRAMER DATED AS OF 12/28/06Change of Control and Severance Agreement • May 15th, 2007 • Zoom Technologies Inc • Telephone & telegraph apparatus
This agreement is made as of this date of 12/28/2006 by and between as Zoom Technologies, Inc. (the “Company”), Zoom Telephonics, Inc. (“Zoom”), and Peter R. Kramer.(“Zoom Executive”)
VOTING AGREEMENTVoting Agreement • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
THIS VOTING AGREEMENT is made and entered into as of this 22nd day of January, 2008, by and among Red Moon, Inc., a Delaware corporation (the “Company”), Zoom Technologies, Inc., a Delaware corporation (the “Investor”), the holder of a certain Convertible Promissory Note or Notes (the “Notes”) issued by the Company pursuant to a Convertible Promissory Note Purchase Agreement of even date hereof, by and between the Company and the Investor (the “Purchase Agreement”), and those certain stockholders of the Company listed on Schedule A (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 5.1 and 5.2 below, the “Key Holders”, and together collectively with the Investor, the “Stockholders”).
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • April 30th, 2010 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
This LOCK-UP AND VOTING AGREEMENT (this "Agreement") is dated as of April_28, 2010, by and between the undersigned holder, Key Network Holdings Limited, a company incorporated under the law of the British Virgin Island with Certificate of Incorporation registration No. of 664712 (the "KNH"), of Shares (as defined below) and Zoom Technologies, Inc., a Delaware corporation ("Zoom"). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Share Exchange Agreement (as defined below).
CHANGE OF CONTROL AND SEVERANCE AGREEMENT BETWEEN THE COMPANY AND ROBERT A. CRIST DATED AS OF 4/27/07Change of Control and Severance Agreement • May 15th, 2007 • Zoom Technologies Inc • Telephone & telegraph apparatus
This agreement is made as of this date of __4/27/2007 by and between Zoom Technologies, Inc. (the “Company”), Zoom Telephonics, Inc. (“Zoom”), and Robert A. Crist (“Zoom ExecutiveSenior Manager”).
Share Purchase AgreementShare Purchase Agreement • April 15th, 2013 • Zoom Technologies Inc • Telephone & telegraph apparatus
Any Target Company individually called by their respective abbreviation, all Target Companies together called "Target Companies"
Exhibit 10.9. Employment Agreement May 23, 1997 Employment Agreement Between Zoom Telephonics and Bob Crist Zoom Telephonics will hire Bob Crist as VP-Chief Financial Officer effective July 1, 1997. The salary is $130,000 per year. Zoom will provide a...Employment Agreement • March 31st, 1998 • Zoom Telephonics Inc • Telephone & telegraph apparatus
Zoom Telephonics will hire Bob Crist as VP-Chief Financial Officer effective July 1, 1997. The salary is $130,000 per year. Zoom will provide a parking space near Zoom. After Bob joins Zoom, he will get options for 30,000 shares at the market price based on the closing price of the prior day, and he will determine what day they are issued. Options will be normal Zoom options: 35% vest in 1 year, 35% vest more in 2 years, and 30% more in 3.5 years, with the expiration 4 years after the grant date. In addition, Bob will get 30,000 more shares in September 1998, assuming he is still employed at Zoom.
Exhibit 10.2 Revolving Credit Note REVOLVING CREDIT NOTEZoom Telephonics Inc • August 14th, 2000 • Telephone & telegraph apparatus
FOR VALUE RECEIVED, ZOOM TELEPHONICS, INC., a Massachusetts corporation with a business address of 207 South, Boston, Massachusetts 02211 (hereinafter referred to as the "Borrower"), promises to pay to the order of Fleet Capital Corporation, a Rhode Island corporation (the "Lender"), at the offices located at One Boston Place, Suite 500, Boston, Massachusetts 02108, the lesser of (i) the principal sum of Five Million and 00/100 Dollars ($5,000,000.00), or (ii) the aggregate unpaid principal amount of all advances of funds under the Revolving Credit Loan made by the Lender to the Borrower pursuant to that certain Loan and Security Agreement dated as of the date hereof by and between the Borrower and the Lender, as the same may be amended (the "Loan Agreement").
CHANGE OF CONTROL AND SEVERANCE AGREEMENT BETWEEN THE COMPANY AND DEENA RANDALL DATED AS OF 4/27/07Change of Control and Severance Agreement • May 15th, 2007 • Zoom Technologies Inc • Telephone & telegraph apparatus
This agreement is made as of this date of __4/27/2007 by and between Zoom Technologies, Inc. (the “Company”), Zoom Telephonics, Inc. (“Zoom”), and Deena Randall (“Zoom Executive”).
FIRST AMENDMENT TO LEASE, SURRENDER AND EXTENSION AGREEMENTSurrender and Extension Agreement • March 12th, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus
This First Amendment to Lease, Surrender and Extension Agreement (the “Agreement”) is made and entered into as of this 11th day of November, 2008 by and between 201-207 SOUTH STREET LLC, a Delaware limited liability company (“Landlord”), having an address c/o Essex River Ventures, Inc., 52-R Roland Street, Charlestown, Massachusetts 02129 and ZOOM TELEPHONICS, INC. , a Delaware corporation (“Tenant”), having an address at 207 South Street, Boston, Massachusetts 02111.
RECITALSZoom Technologies Inc • May 12th, 2003 • Telephone & telegraph apparatus • Massachusetts
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 12th, 2006 • Zoom Technologies Inc • Telephone & telegraph apparatus
THIS AGREEMENT is by and among Wainwright Bank & Trust Company, having an office at 63 Franklin Street, Boston, Massachusetts 02110 (the “Bank”), and Zoom Telephonics, Inc., a Delaware corporation, having a principal place of business and chief executive office at 207 South Street, Boston, Massachusetts 02111 (the “Borrower”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Massachusetts
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of the 22nd day of January 2008 by and between Red Moon, Inc., a Delaware corporation (the “Company”) and Zoom Technologies, Inc., a Delaware corporation (the “Purchaser”).
Modification Agreement For Zoom Employee’s Severance AgreementModification Agreement • February 3rd, 2009 • Zoom Technologies Inc • Telephone & telegraph apparatus
Zoom Technologies, Inc., Zoom Telephonics, Inc. (together, “Zoom”) and the undersigned employee hereby agree that no Zoom Technologies option granted from January 1, 2009 to December 31, 2009 is or will be subject to accelerated vesting notwithstanding the provisions of any prior agreement entered into between Zoom and the undersigned employee. This agreement applies to any options issued in 2009, no matter whether they’ve been issued prior to the date of this agreement or not. In no event will accelerated vesting occur for such options.
EXHIBIT 10.1 FIRST AMENDMENT TO COMMERCIAL REAL ESTATE PROMISSORY NOTE ----------------------------- THIS FIRST AMENDMENT TO COMMERCIAL REAL ESTATE PROMISSORY NOTE (the "First Amendment to Note") is made this 28 th day of March, 2005 by and between...Zoom Technologies Inc • March 31st, 2005 • Telephone & telegraph apparatus
STANDARD LEASE 201-207 South Street Boston, MassachusettsZoom Technologies Inc • March 30th, 2007 • Telephone & telegraph apparatus • Massachusetts
THIS INSTRUMENT IS A LEASE, dated as of December 22, 2006 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space located in those certain buildings known and numbered as 201-207 South Street, Boston, Massachusetts (hereafter collectively called the "Building"). The parties to this instrument hereby agree with each other as follows:
