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
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 15th, 2011 • 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”).
IntelePeer, Inc. STOCKHOLDER AGREEMENTStockholder Agreement • December 15th, 2011 • 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 August 3, 2011, 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”).
ContractVested Stock Option 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.
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.
