Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of the 30th day of March 2006 by and between Advanced Tel, Inc., a California corporation (“ATI”), David Singer, an individual and sole shareholder of ATI (“Singer” or the “Seller”), and InterMetro Communications, Inc., a California corporation (the “Buyer” or “Company”), with respect to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 31st day of March 2006, by and between Advanced Tel, Inc., a California corporation (the “Company”), and David Singer, an individual (“Employee”), and is made with respect to the following facts:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is effective as of the [ ] day of [ ], by and between [INSERT NAME] (“Buyer”) and Charles Rice (“Seller”), with reference to the following facts:
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. STRATEGIC AGREEMENTStrategic Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This Strategic Agreement (the “Agreement”) is made and entered into as of the 21st day of May 2004 by and between InterMetro Communications, Inc., a California corporation (“IMC”), and Qualitek Services, Inc., a California corporation (“QSI”), with respect to the following facts:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This Amended and Restated Loan and Security Agreement (“Agreement”) is entered into on January , 2006 among InterMetro Communications, Inc., a California corporation (the “Borrower” or the “Company”), and the lenders signing the signature page hereto (each individually a “Lender” and collectively the “Lenders”), and Glenhaven Corporation, as agent for the Lenders hereunder (the “Agent”). This Agreement amends, restates, and entirely supersedes that certain Loan and Security Agreement, dated November 24, 2003, as amended by that certain Amendment to Loan and Security Agreement, dated June 25, 2004, that certain Amendment to Loan and Security Agreement, dated November 15, 2004, that certain Amendment to Loan and Security Agreement dated November 23, 2004, that certain Amendment to Loan and Security Agreement dated February 21, 2005, that certain Amendment to Loan and Security Agreement dated April 30, 2005, that certain Amendment to Loan and Security Agreement dated May 21, 2005, that ce
FOUNDER’S STOCK OPTION AGREEMENTShareholders’ Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
This Founder’s Stock Option Agreement (the “Agreement”) is dated as of , 2004 by and between Charles Rice (“Rice”), and [INSERT NAME] (“Optionee”).
VOTING AGREEMENTVoting Agreement • May 11th, 2006 • InterMetro Communications, Inc. • California
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January __, 2006, by and between InterMetro Communications, Inc., a California corporation (the “Company”), Charles Rice (the “Majority Shareholder”), and the persons and entities listed on Exhibit A hereto, as such exhibit may be amended from time to time (the “Lenders”), with respect to the following facts:
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission.Master Lease Agreement • May 11th, 2006 • InterMetro Communications, Inc. • Oregon
ContractInterMetro Communications, Inc. • May 11th, 2006 • California
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
ContractInterMetro Communications, Inc. • May 11th, 2006 • California
THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED.
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. Services AgreementServices Agreement • May 11th, 2006 • InterMetro Communications, Inc.
This Services Agreement (this “Agreement”) is made as of the 2nd day of Aug, 2005 (the “Effective Date”), by and between INTERMETRO COMMUNICATIONS, INC, a California corporation, having a business address at 2685 Park Center Drive, Building A, Simi Valley, CA 93065, USA (“PROVIDER”) and CVT Prepaid Solutions, Inc. (DBA CVTel), a Delaware corporation, having a business address at 40 Cutter Mill Road, Great Neck, NY 10021 (“CUSTOMER”), (the PROVIDER and with CUSTOMER collectively, the “Parties” and individually, a “Party”).
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. CONFIDENTIAL LETTER AGREEMENT BETWEEN INTERMETRO COMMUNICATIONS, INC. AND 99¢ ONLY STORES June 30, 2005Letter Agreement • May 11th, 2006 • InterMetro Communications, Inc.
This proposal sets forth the principal terms with respect to a vendor relationship between InterMetro Communications, Inc. (“InterMetro”), on the one hand, and 99¢ Only Stores (“NDN”), on the other hand, to be created upon the execution of this Letter Agreement.
