FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OR AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of WarrantLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • California
THIS CERTIFIES THAT, for value received, ________________ (“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time on or after the date hereof, to purchase up to ______________________ ( ________ ) shares of Common Stock (the “Warrant Shares”), from InterMetro Communications, Inc., a Nevada corporation (the “Company”), at an exercise price per share equal to Twenty-Five Cents ($0.25) (as adjusted from time to time, the “Purchase Price). This Warrant shall expire at 5:00 p.m. Pacific time on October 11, 2019 (the “Expiration Date”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant (the “Warrant Shares”) and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued pursuant to that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of October 1, 2012.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
This First Amendment to Amended and Restated Loan and Security Agreement (“First Amendment”) is made and entered into as of October 1, 2012 among InterMetro Communications, Inc., a Nevada corporation (the “Borrower,” “Pledgor” or the “Company”), each Subsidiary of Borrower (together with the Borrower, the “Pledgors” or individually a “Pledgor”), the Requisite Lenders for and on behalf of all of the lenders identified on Exhibit A attached hereto (each individually a “Lender” and collectively the “Lenders”), and Glenhaven Corporation, as agent for the Lenders hereunder (the “Agent”).
MORIAH CAPITAL L.P. LOAN PAYOFF AGREEMENTLoan Payoff Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OR AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of Promissory NoteLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
THIS AMENDED AND RESTATED NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS AMENDED AND RESTATED NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER
MORIAH CAPITAL L.P. SECURITY AGREEMENTSecurity Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of this 9th day of October, 2012, by and between INTERMETRO COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), INTERMETRO COMMUNICATIONS, INC., a Delaware corporation, (“IM-Delaware”), and ADVANCED TEL, INC., a California corporation (“Advanced” and, together with Holdings and IM-Delaware, collectively, “InterMetro”), and MORIAH CAPITAL, L.P., a Delaware limited partnership (“Moriah”).
LOAN AND SECURITY AGREEMENT Between TRANSPORTATION ALLIANCE BANK INC. dba TAB BANK as Lender and INTERMETRO COMMUNICATIONS, INC. AND ADVANCED TEL, INC. as BorrowersLoan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Utah
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into and made as of October 9, 2012 (the “Effective Date”), by Transportation Alliance Bank Inc. dba TAB Bank, a Utah industrial loan corporation (together with its participants, successors and assigns, “Lender”), and InterMetro Communications, Inc., a Delaware corporation, and Advanced Tel, Inc., a California corporation (individually, collectively, and together with their respective successors and permitted assigns as, “Borrower”).
MORIAH L.P. SECURITY AGREEMENT NOTE CONVERSION AGREEMENTNote Conversion Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
NOTE CONVERSION AGREEMENT, dated as of October 9, 2012 (this “Agreement”), between InterMetro Communications, Inc., a Nevada corporation (the “Company”), and Moriah Capital, L.P., a Delaware limited partnership (together with its successors and any assignees, “Moriah”).
MORIAH CAPITAL L.P. SECURITY AGREEMENT PROMISSORY NOTESecurity Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • New York
FOR VALUE RECEIVED, each of the undersigned, INTERMETRO COMMUNICATIONS, INC., a Nevada corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Holdings”), INTERMETRO COMMUNICATIONS, INC., a Delaware corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Communications”), and ADVANCED TEL, INC., a California corporation with its principal place of business at 30575 Trabuco Canyon Road, Suite 200, Trabuco Canyon, California 92679 (“Advanced” and, together with Holdings and Communications, collectively, “InterMetro”), jointly and severally promise to pay to the order of MORIAH CAPITAL, L.P., a Delaware limited partnership with offices at 444 Madison Avenue, Suite 501, New York, New York 10022, and its successors and assigns (“Moriah”), on or before the Maturity Date, the principal sum of Nine Hundred Eighty-Seven Thousand Five Hundred Dollars (
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of the 9th day of October, 2012, by and among TRANSPORTATION ALLIANCE BANK INC., dba TAB BANK, a Utah corporation with offices at 4185 Harrison Boulevard, Suite 200, Ogden, Utah 84403 (“TAB”), GLENHAVEN CORPORATION, a California corporation with an office at 12121 Wilshire Blvd., Suite 1001, Los Angeles, California 90025 (“Glenhaven”), in its capacity as agent for the lenders who are parties to the Glenhaven Loan and Security Agreement (as defined below) acting for and on behalf of the holders of Notes (as defined below) (in such capacity, the “Agent”), the lenders who are parties to the 2009 Loan and Security Agreement (as defined below), MORIAH CAPITAL, L.P., a Delaware limited partnership (“Moriah”), and INTERMETRO COMMUNICATIONS, INC., a Nevada corporation, with its principal place of business located at 2685 Park Center Drive, Building A, Simi Valley, California 93065 (“Holdings”), INTERMETRO C
TAB BANK LOAN AND SECURITY AGREEMENT Form of Promissory Note PROMISSORY NOTEInterMetro Communications, Inc. • November 14th, 2012 • Telephone communications (no radiotelephone) • Utah
FOR VALUE RECEIVED, the undersigned, InterMetro Communications, Inc., a Delaware corporation, and Advanced Tel, Inc., a California corporation (individually and collectively referred to hereinafter as “Borrower”), hereby promises to pay to Transportation Alliance Bank Inc. dba TAB Bank (together with its participants, successors and assigns, “Lender”), or its order, on the Termination Date (as defined in that certain Loan and Security Agreement by and between Borrower and Lender, dated as of October 9, 2012, as amended, modified, supplemented or restated and in effect from time to time, the “Loan Agreement”), at Lender’s office at Ogden, Utah, or at such other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal amount of Three Million and 00/100 Dollars ($3,000,000.00), or the aggregate unpaid principal amount of all Advances under the Revolving Loan made by Lender to Borrower under the ter
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT OR AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT Form of Promissory Note SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE (PLAN A)Loan and Security Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, InterMetro Communications, Inc., a Nevada corporation (the "Company"), promises to pay to the order of [INSERT NAME] ("Holder"), at such address as the Holder shall direct, the principal sum of [INSERT AMOUNT] ($INSERT AMOUNT) plus accrued unpaid interest thereon on the earliest of (i) September 30, 2014 (as such date may be extended pursuant to the terms of the Amended Loan Agreement), or (ii) simultaneously with the closing of (A) any transaction as a result of which the holders of the voting equity securities of the Company immediately before such transaction hold less than a majority of the voting equity securities of the acquiring or surviving entity immediately after such transaction or (B) the sale of all or substantially all of the assets of the Company (the "Maturity Date"). This Second Amended and Restated Note (Plan A) is subject to the following terms and conditions:
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT and FIRST AMENDMENT TO AMENDED AND RESTATED SHORT-TERM LOAN AND SECURITY AGREEMENT and MORIAH CAPITAL SECURITY AGREEMENT & NOTE CONVERSION AGREEMENT Form of Voting Agreement VOTING...Voting Agreement • November 14th, 2012 • InterMetro Communications, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS VOTING AGREEMENT (“Agreement”) is made and entered into as of October 9, 2012 by and among InterMetro Communications, Inc., a Nevada corporation (“Company”), Mr. Charles Rice in his capacity as a shareholder of the Company (“Rice”), and _____________________ (“Lender”).
