EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2004 • Callwave Inc • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into, effective as of April 27, 2004 (the “Effective Date”), by and between CALLWAVE, INC., a California corporation (the “Company”), and JASON S. SPIEVAK (“Employee”), with reference to the following facts:
AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENTRetail Competitive Services Agreement • May 13th, 2004 • Callwave Inc
This is an Amendment to the Retail Competitive Services Agreement (“Agreement”) between Global Crossing Telecommunications, Inc., a Michigan corporation, with offices at 180 South Clinton Avenue, Rochester, New York, NY 4646 (“Global Crossing”) and Callwave, a California corporation, with its principal office at 136 W Canon Perdido ST, Santa Barbara, CA 93101 (“Customer”).
FIRST AMENDMENT TO EARTHLINK PARTNER AGREEMENTEarthlink Partner Agreement • May 13th, 2004 • Callwave Inc
The First Amendment to EarthLink Partner Agreement is made this 6th day of January, 2004 to the EarthLink Partner Agreement (as amended, the “Agreement”) dated March 20, 2003, by and between EarthLink, Inc., a Delaware corporation, and Callwave, Inc., a California corporation. All capitalized terms defined in the Agreement and used herein shall have the same defined meanings in this First Amendment.
SECURITIES PURCHASE AGREEMENT dated February 12, 2004 among CALLWAVE, INC. AND THE INVESTORS NAMED HEREINSecurities Purchase Agreement • May 13th, 2004 • Callwave Inc • California
SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of February 12, 2004 by and among CALLWAVE, INC., a California corporation (the “Company”), the Persons listed on Annex I (the “Investors”) and the Persons listed on Annex II hereto (each, a “Seller” and collectively, the “Sellers”).
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTRights Agreement • May 13th, 2004 • Callwave Inc
THIS FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) is made and executed, dated for reference purposes as of February 12, 2004, and effective with respect to each provision hereof as of the “Effective Date” specified for such provision in Section 5.1, below (the “Effective Date”), by and among CALLWAVE, INC., a California corporation (the “Company”), and each holder of outstanding shares of the Company’s Preferred Stock (each, an “Investor”), with reference to the following facts:
SECOND AMENDMENT TO EARTHLINK PARTNER AGREEMENTEarthlink Partner Agreement • May 13th, 2004 • Callwave Inc
This Second Amendment to EarthLink Partner Agreement is made this 19th day of March, 2004 to the EarthLink Partner Agreement (as amended, the “Agreement”) dated March 20, 2003, by and between EarthLink, Inc., a Delaware corporation, and CallWave, Inc., a California corporation, as mended on January 6, 2004. All capitalized terms defined in the Agreement and used herein shall have the same defined meanings in this Second Amendment.
ENHANCED SERVICES BILLING AND INFORMATION MANAGEMENT SERVICES AGREEMENTEnhanced Services Billing and Information Management Services Agreement • May 13th, 2004 • Callwave Inc • Texas
This Enhanced Services Billing and Information Management Services Agreement (the “Agreement”) is made this 21st day of November 2002 (the “Effective Date”) by Enhanced Services Billing, Inc. (“ESBI” or “Company”), a Delaware corporation, whose principal address and telephone number are 7411 John Smith Drive, Suite 200, San Antonio, Texas 78229-4898, (210) 949-7000, and CallWave, Inc., (“Customer”), a California corporation, whose principal address and telephone number are 136 W. Canon Perdido Street, Santa Barbara, California 93101, (805) 690-4100, Customer and Company, and their affiliates, are sometimes referred to as the “parties.”
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND AMONG CALLWAVE, INC. AND THE INVESTORS NAMED HEREIN DATED AS OF MAY 31, 2001Rights Agreement • May 13th, 2004 • Callwave Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) dated for reference purposes as of May 31, 2001, by and among CALLWAVE, INC., a California corporation (the “Company”) and the holders of the Company’s Series A Preferred Stock listed on Schedule A hereto (the “SERIES A HOLDERS”), the holders of the Company’s Series B Preferred Stock listed on Schedule B hereto (the “SERIES B HOLDERS”), the holders of the Company’s Series C Preferred Stock listed on Schedule C hereto (the “SERIES C HOLDERS”), the holders of the Company’s Series D Preferred Stock listed on Schedule D hereto (the “SERIES D HOLDERS”), and the holders of the Company’s Series E Preferred Stock listed on Schedule E hereto (the “SERIES E HOLDERS”) (each of the Series A Holders, the Series B Holders, the Series C Holders, the Series D Holders, and the Series E Holders individually is referred to as an “INVESTOR” and collectively are referred to as the “INVESTORS”), with reference to the following facts:
IRREVOCABLE PROXY AND VOTING AGREEMENTIrrevocable Proxy and Voting Agreement • May 13th, 2004 • Callwave Inc • California
This Irrevocable Proxy and Voting Agreement (the “Agreement”) is entered into this 12th day of February, 2004, by and among the parties identified as Investors on the signature page hereto (the “Investors”) and PETER SPERLING (“Proxyholder”).
This offer is voidable by Global Crossing if not signed by Customer and returned to Global Crossing by November 30, 2002. AMENDMENT NO. 2 TO AGREEMENT FOR RETAIL UNITED STATES SERVICESRetail Competitive Services Agreement • May 13th, 2004 • Callwave Inc
This is an Amendment to the Retail Competitive Services Agreement (“Agreement”) between Global Crossing Telecommunications, Inc., located at 30300 Telegraph Road, Bingham Farms, MI 48025-4510 (“Global Crossing”) and Callwave located at 136 West Canon Perdido Street, Santa Barbara, California 93101 (the “Customer”):
CALLWAVE, INC. STOCKHOLDERS’ AGREEMENT February 12, 2004Stockholders’ Agreement • May 13th, 2004 • Callwave Inc • California
WHEREAS, each Stockholder owns, as of the Closing Date, that number of Shares set forth opposite such Stockholder’s name on Annex I hereto;
FIRST AMENDMENT TO LEASETo Lease • May 13th, 2004 • Callwave Inc
This FIRST AMENDMENT TO LEASE (this “Agreement”) is made as of the 17th day of December, 2002, by and between 200 SOUTH VIRGINIA INVESTMENTS, LLC (“Landlord”) and LIBERTY TELECOM, LLC, a Delaware limited liability company (“Tenant”).
QWEST COMMUNICATIONS CORPORATION CARRIER SERVICES AGREEMENTCarrier Services Agreement • May 13th, 2004 • Callwave Inc • New York
[*] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
LIBERTY TELECOM, L.L.C. Enhanced Services Provider Access Service AgreementCallwave Inc • May 13th, 2004 • Nevada
This Enhanced Services Provider Access Service Agreement is made this 1st day of November, 1999 between Liberty Telecom, L.L.C. (“Liberty Telecom”) and CallWave, Inc. (“ESP”). Liberty Telecom will provide Enhanced Services Provider Access Services, and other services, to ESP in accordance with the following service, operating, and facility arrangements:
______ _____ at Global Crossing’s option if not signed by Customer and returned to Global Crossing by November 17, 2000. SELECT ACCOUNT NETWORKS SERVICES AGREEMENT SANS Option # 4701Account Networks Services Agreement • May 13th, 2004 • Callwave Inc • Michigan
This is an Agreement between Global Crossing Telecommunications, Inc. located at 30300 Telegraph Road, Bingham Farms, MI ____ -_____ (“Global Crossing”) and Callwave located at 136 West Canon Perido Street, Santa Barbara, CA 93101 (the “Customer”).
OSG PRINT AND MAIL FULFILLMENT SERVICES AGREEMENTOsg Print and Mail Fulfillment Services Agreement • May 13th, 2004 • Callwave Inc • New Jersey
WHEREAS, OUTPUT SERVICES GROUP is a company organized and existing under the laws of the State of New Jersey, having its principal place of business located at 100 West Forest Avenue, Suite G, Englewood, New Jersey 07631, U.S.A. (hereinafter referred to as “OSG”), and is engaged in the business of providing print and mail fulfillment and other related services (hereinafter referred to as the “OSG Services”); and
VeriSign Payment Services Merchant Services AgreementServices Merchant Services Agreement • May 13th, 2004 • Callwave Inc • California
This Merchant Services Agreement (the “Agreement”) is entered into as of the date signed by Merchant (as defined herein) in the signature block below (the “Effective Date”) by and between VeriSign, Inc. having its principal place of business at 487 East Middlefield Road, Mountain View, California 94043, and the Merchant identified in the signature block at the end of this Agreement (“Merchant”), provided that Merchant does not modify this Agreement in any manner or form. In the event of modification hereto, such modification shall constitute a counter offer by Merchant to VeriSign and this Agreement shall not become effective as of the date signed by Merchant.
GRAPHIC APPEARS HERE] Colocation AgreementColocation Agreement • May 13th, 2004 • Callwave Inc • Nevada
Please read this Colocation Agreement (this “Agreement”) carefully before signing, since by signing this Agreement, you consent to all of its terms and conditions. This Agreement is made by and between Colocation Gateways LLC (“Colocation Gateways”), a wholly owned subsidiary of Colocation Gateways LLC and Customer. This Agreement is effective upon Colocation Gateways’s acceptance as indicated by its signature below on the Effective Date as indicated (the “Effective Date”). This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
