ContractU S Wireless Data Inc • March 26th, 2007 • Blank checks • 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.
STARVOX COMMUNICATIONS INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of February 15, 2007 by and between Douglas S. Zorn (“Executive”) and StarVox Communications Inc. (the “Company”).
ContractU S Wireless Data Inc • March 26th, 2007 • Blank checks • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (i) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (ii) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE-SKY” LAWS.
ContractWholesale Master Service Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks
This Wholesale Master Service Agreement is effective this 25 day of April, 2005 (“Effective Date”, by and between WilTel Communications, LLC, located at One Technology Center, 100 South Cincinnati, 13th Floor, Tulsa, Oklahoma 74103, a Delaware limited liability company (“WilTel”), and StarVox Communications, Inc., located at 150 Horseshoe Bend, Fairview, Texas 75069-8700, a Texas corporation (“Customer”).
U.S. WIRELESS DATA, INC. REGISTRATION RIGHTS AGREEMENT February 2, 2007Registration Rights Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
This Registration Rights Agreement (this “Agreement”) is made as of ___, 2007, by and among U.S. Wireless Data, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
STARVOX COMMUNICATIONS, INC. WARRANT TO PURCHASE SERIES A PREFERRED STOCKU S Wireless Data Inc • March 26th, 2007 • Blank checks • California
This Certifies That, for value received, Sand Hill Finance, LLC, or its assigns (the “Holder”), is entitled to subscribe for and purchase from Starvox Communications, Inc., a California corporation, with its principal office at 2728 Orchard Parkway, San Jose, California 95134 (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein).
STARVOX COMMUNICATIONS, INC.Stock Option Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
Unless otherwise defined herein, the terms defined in the 2007 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
MASTER PURCHASE AND LICENSE AGREEMENTMaster Purchase and License Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
This Master Purchase and License Agreement (“Agreement”) is made as of March 10, 2005 (the “Effective Date”), between Veraz Networks, Inc., with headquarters at 926 Rock Avenue, San Jose, CA 95131 (“Veraz”) and the “Customer” listed below.
SUBORDINATION AGREEMENTSubordination Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of , 2006, (the “Effective Date”), by and between Silicon Valley Bank (“Senior Creditor”) and , a (with its successors and assigns, “Subordinated Creditor”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in Section 1 below.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks
This Intellectual Property Security Agreement is entered into as of August 24, 2006, by and between SILICON VALLEY BANK (“Bank”) and STARVOX COMMUNICATIONS, INC. (“Grantor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among SILICON VALLEY BANK, a California corporation (“Bank”), and STARVOX COMMUNICATIONS, INC., a California corporation (“Starvox”), CAPITAL TELECOMMUNICATIONS, INC., a Pennsylvania corporation (“CTI”), and each other Person who becomes a party hereto by executing and delivering a signature page to this Agreement (each of Starvox, CTI and such other Person, a “Borrower”, and collectively, “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:
STOCK PURCHASE AGREEMENT by and among: Starvox Communications, Inc., a California corporation; Capital Telecommunications, Inc., a Pennsylvania corporation; George V. Kingsbury, an individual Barry J. Silverberg Living Trust Dated 09/22/1995; and...Stock Purchase Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
MASTER AGREEMENT TO LEASE EQUIPMENTMaster Agreement • March 26th, 2007 • U S Wireless Data Inc • Blank checks • California
THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this “Agreement”) is entered into as of July 17, 2006 by and between CISCO SYSTEMS CAPITAL CORPORATION (“Lessor”), having its principal place of business at 170 West Tasman Drive, Mailstop SJC-I3, 3rd Floor, San Jose, California 95134 and STARVOX COMMUNICATIONS, INC., a California (“Lessee”), having its principal place of business at 2728 Orchard Parkway, San Jose, CA 95134.
