0001415889-11-000747 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 9th, 2011 • Glowpoint, Inc. • Telephone communications (no radiotelephone) • New York

This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of August 3, 2011 by and among the Stockholders listed on Schedule I hereto (individually, a “Stockholder”) and Glowpoint, Inc., a Delaware corporation (the “Company”).

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SERIES B PREFERRED CONSENT AND EXCHANGE AGREEMENT
Series B Preferred Consent and Exchange Agreement • August 9th, 2011 • Glowpoint, Inc. • Telephone communications (no radiotelephone) • New York

THIS SERIES B PREFERRED CONSENT AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 3, 2011, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Perpetual Series B Preferred Stock set forth on Exhibit A attached hereto (each a “Holder” and collectively the “Holders”).

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