0001047469-11-004816.txt : 20110510 0001047469-11-004816.hdr.sgml : 20110510 20110510060405 ACCESSION NUMBER: 0001047469-11-004816 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 49 FILED AS OF DATE: 20110510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTELEPEER INC CENTRAL INDEX KEY: 0001423664 IRS NUMBER: 680556257 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-174080 FILM NUMBER: 11825643 BUSINESS ADDRESS: STREET 1: 2855 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-235-8509 MAIL ADDRESS: STREET 1: 2855 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 S-1 1 a2203792zs-1.htm S-1

Use these links to rapidly review the document
Table of Contents
INTELEPEER, INC. INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on May 10, 2011

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IntelePeer, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		7372 (Primary Standard Industrial Classification Code Number)		68-0556257 (I.R.S. Employer Identification Number)

2855 Campus Drive, Suite 200
San Mateo, CA 94403
(650) 525-9200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Frank Fawzi
Chairman, President and Chief Executive Officer
IntelePeer, Inc.
2855 Campus Drive, Suite 200
San Mateo, CA 94403
(650) 525-9200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)


Copies to:
Peter M. Astiz, Esq. Bradley J. Gersich, Esq. DLA Piper LLP (US) 2000 University Avenue East Palo Alto, CA 94303 (650) 833-2000		Christopher J. Austin, Esq. Anthony J. McCusker, Esq. Bradley C. Weber, Esq. Goodwin Procter LLP 135 Commonwealth Drive Menlo Park, CA 94025 (650) 752-3100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer [ý] (Do not check if a smaller reporting company)		Smaller reporting companyo

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security To be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)




Common Stock, par value $0.0001 per share	$100,000,000	$11,610

(1): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(2): Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price, including the offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 10, 2011

Preliminary Prospectus

Shares

Common Stock

This is the initial public offering of shares of common stock of IntelePeer, Inc. Prior to this offering, there has been no public market for our common stock. We are offering shares and the selling stockholders identified in this prospectus are offering shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders. The initial public offering price of our common stock is expected to be between $ and $ per share.

We intend to apply for listing of our common stock on the New York Stock Exchange or Nasdaq Global Market under the symbol "PEER."

Investing in our common stock involves a high degree of risk. Please read "Risk Factors" beginning on page 10.

	Per Share	Total

Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to IntelePeer, before expenses	$	$
Proceeds to selling stockholders, before expenses	$	$

The underwriters have an option to purchase a maximum of additional shares of common stock from us and additional shares of common stock from the selling stockholders identified in this prospectus at the public offering price, less underwriting discounts and commissions, to cover over-allotments of shares, if any. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on , 2011.


J.P. Morgan		Deutsche Bank Securities		Barclays Capital


RBC Capital Markets		William Blair & Company

, 2011

Table of Contents

Table of Contents

		Page

Prospectus Summary		1
Risk Factors		10
Forward-Looking Statements		30
Use of Proceeds		31
Dividend Policy		31
Capitalization		32
Dilution		34
Selected Financial Data		36
Management's Discussion and Analysis of Financial Condition and Results of Operations		38
Business		64
Regulation		82
Management		90
Executive Compensation		95
Certain Relationships and Related Party Transactions		118
Principal and Selling Stockholders		121
Description of Capital Stock		124
Shares Eligible for Future Sale		130
Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders of Common Stock		132
Underwriting		136
Legal Matters		141
Experts		141
Where You Can Find More Information		141
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

Until , 2011, U.S. federal securities laws may require all dealers that effect transactions in our common stock, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

PROSPECTUS SUMMARY

This prospectus summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that may be important to your investment decision. Before making an investment decision, you should carefully read and consider this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unless otherwise indicated, the terms "IntelePeer," "we," "us" and "our" refer to IntelePeer, Inc. and its subsidiary.

Business Overview

We are a leading provider of on-demand, cloud-based communications services to service providers and enterprises. Our customers can leverage our proprietary Communications-as-a-Service, or CaaS, platform, which we refer to as our CloudWorx CaaS Platform, to deliver multimodal communications services, including voice, unified communications, video and other rich-media applications, to communications devices with reduced cost and improved quality compared to existing alternatives. Our CloudWorx CaaS Platform allows customers to rapidly and easily transition from legacy network infrastructures to our flexible, software-based, multimodal, IP-based solutions. Our service provider customers include wireless and wireline carriers, as well as cable and voice over IP, or VoIP, providers. Our enterprise customers include businesses seeking integrated multimodal communications solutions.

The global telecommunications industry is undergoing a shift to next-generation IP-based communication technologies from legacy telephone networks. This transition is being driven by the widespread availability of broadband Internet connectivity and the emergence of cloud-based infrastructures and on-demand service delivery models, such as Software-as-a-Service, or SaaS. We believe these trends, along with the inability of legacy infrastructures to support user demand for next-generation multimodal communications services, have created an opportunity and a need for a flexible and high-quality cloud-based communications platform.

Our on-demand CloudWorx CaaS Platform is fast to implement, easy to administer through our self-service web-based CloudCentral Portal and highly scalable. It is based on a sophisticated and integrated multi-layer approach, which includes:

•: our software-based Media Peering Grid service, providing any-to-any connection capabilities and allowing service providers and enterprises to cost-effectively interconnect and transport communications traffic, at a rate of more than 20 billion minutes annually based on our traffic in the first quarter of 2011;
•: our SuperRegistry directory, currently containing more than 400 million telephone numbers and end-point identifying addresses for wireless, wireline and other communications devices, enabling intelligent routing of communications traffic over our Media Peering Grid service; and
•: our AppWorx open and secure communications application development environment, which allows our customers and partners to build and offer a growing set of multimodal communications applications, which they can use to generate additional revenue or enhanced productivity.

These three layers are fully integrated, allowing simplified delivery of enhanced voice and rich-media services connecting through the industry-standard Session Initiation Protocol, or SIP, to IP devices and enabling connectivity to traditional non-IP communication devices, such as legacy telephones. Our software-based platform scales easily without requiring significant additional capital expenditures to create and implement new services for new and existing customers and provides significant benefits versus traditional neutral and direct interconnection arrangements. Our CloudWorx CaaS Platform is used by service provider customers, such as Sprint Nextel Corp. and Qwest Communications, and

Table of Contents

enterprise customers, as well as our channel partners delivering communications services to enterprises using equipment and software supplied by technology partners such as Microsoft, Cisco, Avaya and Siemens.

We believe that our cloud-based architecture, the scale of our proprietary, multi-layer, fully-integrated CloudWorx CaaS Platform, and the network effects arising out of the breadth of our relationships with service provider customers, enterprise customers and channel partners, provide us with a significant competitive advantage.

For 2008, 2009 and 2010 our total revenue was $43.4 million, $76.2 million and $111.5 million, representing year-over-year organic growth rates of 57 percent, 76 percent and 46 percent, respectively.

Industry Overview

Despite significant developments in communications technology, the basic public telephone system, which is known as the Public Switched Telephone Network, or PSTN, continues to rely on legacy networks using many of the same techniques that have been used for decades to connect one voice caller to another. The legacy PSTN structure requires coordination across service providers and creates significant costs, including transit charges and other payments to intermediate service providers. In addition, the transit of communications across multiple service providers can degrade voice quality and reduce reliability. This structure also lacks flexibility to support multimodal communications and creates obstacles to the introduction of new forms of communications services and applications.

The growth of next-generation communications services, driven by the increasing availability of broadband Internet connections, has led to the development of the SIP standard protocol to provide a uniform standard for controlling multimodal communications sessions among IP networks, unified communications systems and end-user communications devices. Infrastructure investments in, and widespread availability of, broadband Internet connections have led to an increase in the adoption of unified communications systems, offering more advanced features such as VoIP, email, instant messaging, collaboration and video conferencing as well as the ability to combine different forms of multimodal communications such as voice and video. SIP-based communications enable substantial cost savings, operating flexibility and advanced features relative to traditional telephony.

However, due to the lack of an end-to-end SIP-based communications platform, the legacy PSTN has had to serve as a bridge for traffic between and among VoIP and other SIP networks as well as for connections to non-IP-based networks and end point devices, thus losing the advantages of SIP. This legacy PSTN infrastructure has become increasingly difficult to support as service providers balance the need to upgrade networks and introduce new communications services, with the goal of reducing operating costs and capital expenditures. Traditional approaches are severely limited by their inadequate support for software-based communications and rich media applications, higher capital and operating costs, reliance on multiple regional and local physical facilities, inefficient routing, lack of dynamic network capacity allocation and the absence of a centralized directory for multimodal communications.

Some service providers that exchange significant volumes of traffic have used SIP to directly interconnect with other service providers. These direct connect approaches require unique solutions for each individual partner, which are complex to implement and costly to manage because of the large number of direct interconnects required and the inefficiency of managing multiple partner relationships. In addition, existing neutral interconnect solution providers offering peering services use a series of hardware switches that rely on legacy protocols and a hierarchical architecture that must be deployed in every local market where communication services are to be provided. These neutral interconnect solutions require high initial capital expenditures and significant ongoing maintenance. Moreover, these solutions still rely upon the PSTN hierarchical architecture and are not capable of providing large scale multimodal communications solutions.

Table of Contents

By migrating to IP networks, service providers can leverage the flexibility of a software and cloud-based platform to increase the variety of communications services delivered to customers as hosted offerings. Further, customers recognize that, in addition to the many service improvements, adoption of SIP as a protocol for controlling multimedia communication sessions, such as voice and video over IP, provides the potential to drive down telecommunications costs as IP-based networks are more efficient and cost-effective than those that rely on legacy PSTN infrastructure. According to IDC, the total U.S. telecommunications services market is expected to reach $326.5 billion by 2014.⁽¹⁾ Additionally, Infonetics Research has forecasted that the worldwide market for VoIP services could reach $74.5 billion by 2015.⁽²⁾ Connecting IP-based networks to each other or the PSTN, which is referred to as SIP trunking, represents one of the fastest growing segments within the VoIP services market, and is forecasted to increase at a compound annual growth rate of 52 percent from $599 million in 2010 to $4.8 billion in 2015.⁽²⁾ In addition to the migration of communications traffic from the PSTN to IP networks, a number of other trends in the industry are driving the growth in demand for a new cloud-based communications service platform including the proliferation of broadband connectivity, emergence of cloud-based service architectures, the proliferation of SIP/IP-based devices, increased demand for multimodal and unified communications.

(1): IDC, "U.S. Telecommunications Services 2010-2014 Forecast," IDC #223323, July 2010.
(2): Infonetics Research, "VoIP and UC Services and Subscribers Biannual Worldwide and Regional Market Share, Size, and Forecasts," March 28, 2011.

Our Competitive Strengths

Our solutions address the needs of service providers and enterprises while maintaining capital and operating efficiency. We believe the following strengths differentiate us and position us for continued growth:

•: Cloud-based services architecture. Our solutions are delivered on demand through a cloud-based architecture that can serve customers anytime and anywhere. This flexible and scalable architecture also enables us to customize our services to match each new customer's needs, thereby eliminating the challenges often associated with the adoption and implementation of fixed, one-size-fits-all solutions.
•: Fully-managed, IP-based Media Peering Grid service. Our proprietary software-based, fully-managed, distributed Media Peering Grid service provides carrier-grade, high-quality voice and connectivity that can be relied on as a primary communications network. Our flexible Media Peering Grid software supports both legacy and VoIP network interoperability and enables our customers to efficiently and cost-effectively transition their communications infrastructures from the legacy PSTN to an IP network incrementally and on demand, thus reducing expenses associated with legacy architecture as well as call delivery tolls and circuit expenses.
•: Extensive, secure, multimodal SuperRegistry directory. The scale and multimodal nature of our directory give us the ability to complete a call to any connected end-point device, regardless of whether it is a PSTN-based handset or a SIP-connected device. Using our proprietary intelligent routing software, and the telephone numbers and end-point identifying addresses in our SuperRegistry directory, we are able to determine the interface type necessary to complete the connection and route traffic more efficiently from end-to-end, through our Media Peering Grid service. Furthermore, our SuperRegistry directory enables our enterprise customers to achieve rich media, all-IP unified communications across disparate communications technologies with other enterprises and IP connected devices.
•: AppWorx open application development environment. Our AppWorx open application development environment provides software developers and channel partners with access to powerful tools for rapid development and integration of new communications services. These applications and new

Table of Contents

services can be accessed from anywhere, deployed quickly over our platform and easily integrated into existing web services or software applications. Our AppWorx development environment enables our customers to develop and use these applications to provide additional functionality and new and differentiated services to their end-users, which our customers can use to develop a stronger relationship with their end-customers.

•: Powerful network effects. We benefit from strong network effects driven by the large volume of numbers in our SuperRegistry directory. As our service provider peering partnerships and enterprise customer base grow, the benefits each existing customer realizes by using our platform increase, resulting in reduced costs for our customers and increased traffic through our platform. New features and partnerships broaden our value proposition, attracting more customers, peering partners and channel partners. The scale of our business and depth of our relationships not only attract new customers but also serve as barriers to entry for potential competitors.
•: Fully integrated communications platform. Our multi-layer platform, which integrates transport, peering, registry services and application programming interfaces, or APIs, offers our customers a one-stop, flexible and full-featured solution for developing and extending their communications services as compared to alternatives that focus on local market, hardware-based solutions. Our fully integrated platform also enables us to be flexible and to easily add and deploy new IP-enabled communications and collaboration services as our customers' needs evolve.

Our Strategy

Our objective is to continue to leverage our CloudWorx CaaS Platform to enhance our position as a leading provider of communications solutions for service providers and enterprises. We intend to accomplish this by pursuing the following strategies:

•: Extend the technology leadership of our CloudWorx CaaS Platform. We intend to continue to invest in our platform through internal development or by acquiring complementary technology. These activities are expected to broaden our support for new collaboration and communications features, enhance the capabilities of our SuperRegistry directory, and expand our AppWorx application development environment to drive broader adoption among new customers and developer communities.
•: Extend the reach and breadth of our peering partnerships. We plan to add additional telephone numbers and end-point identifying addresses to our SuperRegistry directory from new and expanded relationships with service providers and enterprise customers. As we add additional direct peering partners, we expect to increase our communications traffic and revenue without needing to utilize the legacy PSTN, which we expect will reduce our traffic delivery costs.
•: Grow our relationships with existing customers. Our sales team works closely with our customers to understand their challenges and industry trends, determine the services that we can provide to better serve their needs as well as to identify areas of focus for our ongoing research and development activities. These relationships allow our support team to respond more quickly and effectively to customer needs and our development team to provide customized solutions for our customers. We intend to continue to leverage the work of our sales team to identify and deliver additional services to expand our relationships.
•: Expand our customer base and technology partnerships. We intend to expand our base of enterprise customers by deepening our existing technology partnerships, developing new technology partnerships and expanding our network of channel partners. We also intend to focus on expanding our service provider customer base by leveraging our CloudWorx CaaS Platform, investing in our direct sales force and educating service providers on the potential opportunity to reduce or eliminate capital expenditures and reduce operating costs by leveraging our platform.

Table of Contents

•: Broaden our international presence. We plan to extend our geographic reach and coverage by expanding our peering partner network and SuperRegistry directory globally through the addition of international service providers, peering partners and global enterprise customers.

Risks

Investing in our common stock involves significant risks. You should carefully consider the risks in "Risk Factors" before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline, and you may lose all or a part of your investment. Below is a summary of some of the principal risks we face.

•: Our recent growth rates may not be indicative of our future growth;
•: We have a history of losses and may not achieve profitability in the future;
•: Our revenue is concentrated in a limited number of customers, and our contracts do not include any fixed commitments to use our services;
•: We face significant competition from both established and new service providers and we may not compete successfully;
•: We operate in a dynamic legal and regulatory environment where changes in laws and regulations could adversely impact our business; and
•: We are subject to federal and state regulation, and we may be subject to enforcement and other adverse proceedings that may have a material adverse effect on our reputation or our future results of operations.

Corporate Information

We were incorporated in June 2003 under the laws of the State of Washington as Voex, Inc. We were reincorporated under the laws of the State of Delaware in October 2006. We changed our name to IntelePeer, Inc. in September 2007. Our principal executive offices are located at 2855 Campus Drive, Suite 200, San Mateo, California 94403, and our telephone number is (650) 525-9200. We maintain a corporate website at www.intelepeer.com. The information on, or accessible through, our website does not constitute a part of, and is not incorporated into, this prospectus.

Our trademarks include IntelePeer®, our company name and logo, AppWorx®, CloudWorx™, CoreCloud™, CloudCentral™, IntelePeer AppWorx®, Media Peering Grid™ and SuperRegistry®. All other trademarks or service marks appearing in this prospectus are trademarks or service marks of their respective owners.

Table of Contents

THE OFFERING


Common stock offered:
	By us		shares ( shares if the underwriters exercise their over-allotment option in full)
	By the selling stockholders		shares ( shares if the underwriters exercise their over-allotment option in full)
		Total	shares
Common stock to be outstanding after this offering			shares
Over-allotment option			The underwriters have an option to purchase a maximum of additional shares of common stock from us and additional shares of common stock from the selling stockholders identified in this prospectus at the public offering price, less underwriting discounts and commissions, to cover over-allotments of shares, if any. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.
Use of proceeds			We estimate that the net proceeds to us from this offering will be approximately $ million, assuming an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering for working capital and general corporate purposes.
			We will not receive any proceeds from the sale of common stock by the selling stockholders.
			See "Use of Proceeds" for additional information.
Risk factors			See "Risk Factors" immediately following this prospectus summary to read about factors you should consider before investing in our common stock.
Proposed market symbol			We intend to apply for listing of our common stock on the New York Stock Exchange or the Nasdaq Global Market under the symbol "PEER."

The number of shares of our common stock expected to be outstanding after completion of this offering is based on 53,483,915 shares outstanding as of March 31, 2011, and excludes:

•: 15,190,994 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2011 at a weighted average exercise price of $0.55 per share;
•: 2,106,669 shares of common stock reserved for issuance upon the exercise of warrants outstanding as of March 31, 2011 at a weighted average exercise price of $0.80; and
•: 287,142 shares of common stock reserved for issuance under our equity incentive plan as of March 31, 2011.

Table of Contents

Unless otherwise indicated, this prospectus reflects and assumes the following:

•: the conversion of all then-outstanding shares of our convertible preferred stock into an aggregate of 43,139,866 shares of common stock upon the closing of this offering;
•: the conversion of all then-outstanding warrants to purchase shares of convertible preferred stock, which warrants by their express terms do not terminate if not exercised prior to this offering, into warrants to purchase an identical number of shares of common stock upon the closing of this offering;
•: the exercise in full of all then-outstanding warrants to purchase shares of convertible preferred stock and common stock prior to the closing of this offering pursuant to conditional notices of exercise received for warrants which by their express terms terminate if not exercised prior to this offering; and
•: no exercise by the underwriters of their over-allotment option.

Table of Contents

SUMMARY FINANCIAL DATA

The following table summarizes our financial data for the periods presented. We have derived the summary statement of operations data for the years ended December 31, 2008, 2009 and 2010 and the balance sheet data as of December 31, 2010 from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future. The following summary financial data should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

			Year Ended December 31,

			2008			2009			2010
			(in thousands, except share and per share data)
Statement of Operations Data:
Revenue				$43,352			$76,194			$111,549
Operating expenses:
	Peering partner compensation			29,824			50,232			78,820
	Infrastructure costs			2,987			5,265			6,636
	Operations(1)			3,353			4,673			5,578
	Research and development(1)			2,447			3,567			4,069
	Sales and marketing(1)			4,741			6,367			7,693
	General and administrative(1)			2,177			4,568			5,547
	Depreciation and amortization			1,852			2,373			3,719

		Total operating expenses		47,381			77,045			112,062

Loss from operations				(4,029	)		(851	)		(513	)
Interest expense, net				(1,274	)		(1,488	)		(2,614	)
Change in fair value of warrant liabilities				163			(1,004	)		(8,492	)

Net loss				$(5,140	)		$(3,343	)		$(11,619	)

Net loss per share of common stock, basic and diluted(2)				$(0.59	)		$(0.38	)		$(1.33	)

Shares used in computing net loss per share of common stock, basic and diluted(2)				8,757,955			8,757,955			8,759,925

Pro forma net loss per share of common stock, basic and diluted (unaudited)(2)										$(0.07	)

Shares used in computing pro forma net loss per share of common stock, basic and diluted (unaudited)(2)										50,447,513

Table of Contents

	As of December 31, 2010

	Actual			Pro Forma(3)			Pro Forma as Adjusted(4)
	(in thousands)
				(unaudited)			(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	9,159		$	9,159		$
Working capital (deficit)		(3,536	)		(3,536	)
Total assets		47,187			47,187
Total indebtedness(5)		18,675			18,675
Warrant liabilities		12,400			1,007
Redeemable Convertible preferred stock		33,379			—
Total stockholders' equity (deficit)		(32,891	)		11,881

(1): The following table presents stock-based compensation expense included in each expense category (in thousands):

	Year Ended December 31,

	2008		2009		2010
Operations	$	27	$	31	$	144
Research and development		16		49		81
Sales and marketing		185		111		153
General and administrative		91		106		186

Total stock-based compensation	$	319	$	297	$	564

(2): Please see Notes 1 and 12 to our audited financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net loss per share of common stock and pro forma net loss per share of common stock.
(3): The pro forma column in the balance sheet data table above reflects (i) the conversion of all outstanding shares of our convertible preferred stock into 41,695,608 shares of common stock immediately upon the completion of this offering and (ii) the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital.
(4): The pro forma as adjusted column in the balance sheet data table above reflects (i) the conversion of all outstanding shares of our convertible preferred stock into 41,695,608 shares of common stock immediately upon the completion of this offering, (ii) the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital and (iii) the receipt of the net proceeds from the sale of shares of common stock offered by us in this offering at an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) our cash and cash equivalents, working capital, total assets and total stockholders' equity by $ , assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
(5): Total indebtedness includes $18.2 million in equipment financing obligations and $0.5 million payable under our capital lease obligation. See Notes 4 and 10 to our audited financial statements included elsewhere in this prospectus.

Table of Contents

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider all the risks described below before making a decision to invest in our common stock. Our business could be harmed by any of these risks at any time. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Relating to Our Business

We have experienced rapid growth in recent periods and our recent growth rates may not be indicative of our future growth. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges.

Our revenue has increased substantially since our inception, but we may not be able to sustain revenue growth consistent with recent history, or at all. We believe growth of our revenue depends on a number of factors, including our ability to:

•: Price our services effectively so that we are able to attract and retain customers without compromising our profitability;
•: Attract new customers, increase our existing customers' use of our services and provide our customers with excellent customer support;
•: Continue to increase the number of telephone numbers and end-point identifying addresses in our SuperRegistry directory;
•: Develop new communications applications to increase our customers' use of our services;
•: Efficiently and accurately capture cost and revenue data for the more than 1.7 billion minutes of traffic delivered per month over our platform;
•: Introduce our services to new markets outside of the United States; and
•: Increase awareness of our brand on a global basis.

We can not assure you that we will be able to successfully accomplish any of these tasks.

Additionally, we currently plan to expand our business significantly to satisfy the anticipated demand for our services. To manage this growth, we must improve operational and financial systems, procedures and controls, and expand, train and manage our employee base. We must maintain and expand relationships with current customers, peering partners and other third parties, while attracting new customers, peering partners and channel partners. If we cannot manage our growth effectively, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

We have a history of losses and may not achieve or maintain profitability in the future.

We had net losses of $3.3 million and $11.6 million in the years ended December 31, 2009 and 2010, respectively. We cannot predict if we will attain profitability in the near future or at all. We expect to continue to make significant expenditures to develop and expand our business. In addition, as a public company, we will incur additional legal, accounting and other expenses that we did not incur as a private company. These increased expenditures will make it more difficult to achieve future profitability. We may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to achieve or maintain profitability. We will need to generate significant revenue to achieve profitability, and we cannot assure any prospective investor that we will be able to do so. Likewise, we cannot assure our ability to sustain or increase such profitability on a quarterly or annual basis in the future.

Table of Contents

Our revenue is concentrated in a relatively limited number of customers, and our contracts do not include any fixed commitment to use our services. The termination of these contracts by our customers, or a decrease in traffic from those customers, could materially and adversely impact our results of operations and financial condition.

Our top two customers, in the aggregate, represented 45 percent of our total revenue during the year ended December 31, 2010. Sprint, alone, accounted for 29 percent of our total revenue during that same time period. In general, our customer contracts are non-exclusive and have neither volume nor time period commitments. Any customer is able to discontinue the use of all or a portion of our services at any time. If one or more customers were to reduce their demand for our services, our revenue could decline. If we lose one or more of our top customers, or, if one or more of these major customers significantly decreases its use of our services, our business will be materially and adversely affected. From time to time, we have experienced material reductions in revenue from key customers. For example, our revenue from one of our top customers decreased from $35.3 million in 2009 to $18.2 million in 2010. Revenue from another top customer decreased from $2.9 million in 2008 to $0.2 million in 2009. There can be no assurance that we will not have similar substantial decreases in customer revenue in the future, or that the growth in our other customers will make up for any such decreases. As a result, our future revenue is difficult to forecast. Because our expense levels are based on our expectations as to future revenue and to a large extent are fixed in the short term, we might be unable to adjust spending in time to compensate for any shortfall in revenue. Accordingly, any significant shortfall of revenue in relation to our expectations will harm our operating results.

Our pricing and billing systems are complex and errors could adversely affect our revenue and profits.

We currently route more than 1.7 billion minutes of voice traffic each month and operate in a dynamic market, which makes our pricing and billing efforts complex to develop and challenging to implement. To be profitable, we must have accurate and complete information about the costs associated with connecting data and voice transmissions over our platform, and properly incorporate such information into our pricing model. Our pricing model must also reflect accurate and current information about the market for our services, including the pricing of competitive alternatives for our services, as well as reliable forecasts of traffic volume. We may determine pricing for our services based on data that is outdated or otherwise flawed. Even if we have complete and accurate market information, we may not set prices to optimize both revenue and profitability. If we price our services too high, the amount of traffic that may be routed through our platform may decrease and accordingly our revenue may decline. If we price our services too low, our margins may be adversely affected, which will reduce our ability to achieve and maintain profitability.

Additionally, we rely heavily on a single third party to provide us with key software and services for our billing. If that third party ceases to provide those services to us for any reason, or fails to perform billing services accurately and completely, we may not be able to deliver accurate invoices promptly. Delays in invoicing can lead to delays in revenue recognition, and inaccuracies in our billing could result in lost revenue. If we fail to adapt quickly and effectively to changes affecting our costs, pricing and billing, our profitability and cash flow will be adversely affected.

Commercial disputes and collection issues are common in our industry and any disputes with our peering partners or our customers could result in increased expenses or an inability to collect revenue for services provided and any collection problems could result in delays or failures to collect revenue.

Our direct and indirect peering arrangements are based on commercial agreements with a variety of parties. Disputes concerning payment for services rendered can occur for numerous reasons given the complexities of the regulatory environment and the number of parties involved in handling communications traffic. From time to time, we may dispute an invoice for the amount of traffic that we delivered to our peering partners or the rates that should have been applied to that traffic. Dispute

Table of Contents

resolution generally requires a review of call detail records and negotiations with our peering partners. If we subsequently determine that the disputed amounts will be settled for an amount in excess of the amount which we originally accrued, we will recognize the difference as an increase in peering partner compensation which would adversely impact our results of operations. For example, for the year ended December 31, 2010, we determined that certain disputed amounts could result in an additional charge of $1.1 million, which resulted in us recognizing this amount as additional peering partner compensation.

We are also subject to potential billing disputes with customers. Additionally, some customers have failed to pay for services because their financial condition limits their ability to satisfy their obligations. For example, in 2007, a customer that represented 1.6 percent of our revenue defaulted on its obligation of $163,000 and declared bankruptcy. Delays in receiving payments, or our inability to collect payments pursuant to such agreements, can adversely impact our business.

Our financial position, revenue, operating results and profitability may vary significantly from quarter to quarter, which could cause the price of our common stock to decline significantly.

As our business continues to grow, we believe that our quarterly operating results may be subject to significant fluctuation due to various factors, many of which are beyond our control. Factors that may affect our quarterly operating results in the future include the risk factors discussed in this Risk Factors section, and in particular the following:

•: changes in the amount of voice traffic which major customers route through our CloudWorx CaaS Platform;
•: our failure to properly anticipate changes in the price our customers are willing to pay, or the costs we must pay, to deliver certain traffic;
•: the timing, capacity and breadth of direct peering established to support our customers;
•: decisions by our service provider customers to establish direct connection arrangements with other major service providers rather than route traffic through our CloudWorx CaaS Platform;
•: fluctuations based upon seasonality or the weighted average number of business days in a particular quarter;
•: traffic outages or other failures of our platform; and
•: variability of operating expenses as a percentage of revenue.

Accordingly, it is difficult for us to accurately forecast our results of operations on a quarterly basis. If we fail to meet expectations of investors or analysts, our stock price may fall rapidly and without notice. Furthermore, the fluctuation of our quarterly operating results may render period-to-period comparisons of our operating results less meaningful and you should not rely upon them as an indication of our future performance.

We have a limited operating history and a relatively new business in an emerging and rapidly evolving market, making it difficult to evaluate our business and future prospects, thereby increasing the risk of your investment.

The revenue and income potential of our business and market is unproven, and our limited operating history with our current business model makes an evaluation of our business and prospects difficult. We were incorporated in June 2003 and since inception have been generating revenue from service provider customers. We first began offering our AppWorx-powered applications to enterprise customers in 2008. In 2010, 2.7 percent of our revenue was generated from enterprise customers.

Table of Contents

Our ability to grow our business will depend significantly on an increase in the adoption of new technologies, which may not occur or may not occur as quickly as we anticipate. Our CloudWorx CaaS Platform has the ability to deliver multimodal communications services, including voice, video, unified communications and other rich-media applications. If the market for these multimodal and unified communications capabilities does not develop, or develop as fast as we expect, our revenue may not grow.

We also seek to expand our business through growth in markets outside of the United States. We have no experience in providing services to, or in navigating the regulatory landscape of, those markets. If we fail to execute our business plan and attract new customers from outside of the United States, we may be unable to grow our revenue or offset declines in revenue in the United States.

Additionally, current or future competitors may develop and offer competing products or services that are, or are perceived to be, superior to our services in some respect. Our services may not be sufficiently competitive with those new products or services and, as a result, our revenue may decrease.

Decreasing telecommunications rates may diminish or eliminate our competitive pricing advantage.

The market for communications services is highly competitive and is characterized by decreasing rates for services. Even as traffic volumes have increased due to the increasing penetration of broadband Internet access services and consumer demand for content over such services, the rates that service providers pay each other has decreased over time. International and domestic telecommunications rates have decreased significantly over the last few years in most of the markets in which we operate, and we anticipate these rates will continue to decline in all of the markets in which we do business or expect to do business. If we are unable to reduce our operating expenses and adjust the rates we charge for our services, the decreasing market rates for the exchange of traffic may diminish or eliminate our competitive pricing position. Continued rate decreases may require us to lower our rates to remain competitive and could reduce or possibly eliminate any gross profit from our services.

If we fail to accurately forecast our revenue or the commitments we must make to satisfy demand for our services, our results of operations and financial condition could be adversely affected.

We must continue to invest in our business such that we have sufficient infrastructure and support to transport increasing numbers of minutes through our Media Peering Grid service. Our investment in our infrastructure depends largely on our forecasts of demand for our services, which is based on historical growth in the use of our services. If communications traffic declines or does not grow as fast as it has historically grown, our revenue may be less than we forecast, and we may have incurred infrastructure costs in excess of what was required to facilitate the delivery of communications traffic through our platform. If demand for our services exceeds our forecasts, our infrastructure may not be prepared for such an increase in demand and we may not be able to capitalize fully on the growth opportunity and increase our revenue in an optimal manner. In either case, the results of operations and our financial condition could be adversely affected.

We may lose customers if we experience system failures that significantly disrupt the availability and quality of the services that we provide.

Our operations are dependent upon our ability to prevent system interruption. We have experienced system failures from time to time, including loss of power in a commercially hosted facility, software bugs that prevented calls from routing normally and fiber cuts that denied access to a site from our backbone. In the past, these system failures caused periods of low quality service lasting from 10 to 180 minutes and total site unavailability of 10 to 60 minutes. Although we have endeavored to mitigate the potential impact of failures through our distributed platform and redundant operations, there is no guarantee that we will not have system failures in the future, including those that are

Table of Contents

materially worse in scope or duration. Any interruption in the ability of our customers to use our services reduces our current revenue, could harm our future revenue, and could subject us to additional regulatory scrutiny. Such interruptions could also undermine customer confidence in the reliability of our services and cause us to lose customers or make it more difficult to attract new ones.

Our business also requires us to protect our infrastructure against damage from human error, fire, earthquakes, floods, power loss, sabotage, intentional acts of vandalism, terrorism and similar events. Despite any precautions we may take, the occurrence of a natural disaster, power outage or other unanticipated problems could result in lengthy interruptions in the availability of our services. We do not carry business interruption insurance sufficient to compensate us for losses that may result from interruptions in the availability of our services as a result of system failures.

Our offerings are dependent upon third-party facilities, equipment and services, and interruptions or delays in service from our third-party facility providers could impair our ability to deliver our services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.

We rely on third parties' facilities and equipment to operate our business as our customers' traffic traverses a variety of facilities controlled by third parties. We principally buy equipment and software to build and update our system infrastructure from one supplier. If our third-party service providers fail to maintain facilities properly, if our equipment fails to perform as expected or if the providers of facilities or equipment fail to respond quickly to problems, our customers may experience service interruptions. Such service interruptions may affect the perceived reliability of our service which could damage our brand and reputation adversely affecting our growth. Additionally, we rely on a single supplier to provide us with key billing and related services. If that supplier stops providing those services to us for any reason, we could experience disruption in our ability to quickly capture the information we need to promptly generate invoices for our services. These delays in invoicing could materially delay our receipt of revenue from our customers.

Our IP telephony offering relies, in some instances, on third parties to originate and deliver all calls placed and received by such customers.

In offering IP telephony services, we rely on the infrastructure of the third-party network service providers who are our peering partners to provide telephone numbers, PSTN call termination and origination services and local number portability. In relying on such third parties, we are able to offer our services over a greater geographic area and can compete with other providers of such services in a broader marketplace. But in relying on such third parties, we have less control over the quality and reliability of our service. Moreover, if any of these third-party service providers cease operations or otherwise terminate services on which we depend, we could suffer customer loss or increased costs for our services, which could have a material adverse impact on us and our reputation.

We face significant competition from both established and new service providers, as well as from our customers, and if we do not compete successfully, we could lose market share, experience reduced revenue or suffer losses.

The services we provide are also offered by others and in the future may be offered by an increasing number of parties. Currently, we face competition from legacy telecommunications service providers as well as emerging providers of voice peering services. Our competitors include traditional telecommunications carriers and other providers of specialized communications services.

There are few substantial barriers to pursuing business from our customers, and we expect to face additional competition from new market entrants in the future. Many of our current and potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, greater name recognition and more established relationships in the industry than we have. As a

Table of Contents

result, certain of our competitors may be able to develop and expand their network infrastructures and service offerings more quickly, adapt to new or emerging technologies and changes in customer requirements more quickly, take advantage of acquisitions and other opportunities more readily, devote greater resources to the marketing and sale of their services and adopt more aggressive pricing and incentive policies than we can. Those service providers may attract communications traffic that is currently utilizing our CloudWorx CaaS Platform.

Moreover, some of the potentially biggest users of our peering services, like incumbent local exchange carriers, competitive local exchange carriers and wireless and cable companies, may enter into direct peering arrangements between and among themselves and with other service providers. Such direct connections may result in lower traffic volumes for us and negatively impact our business.

Our ability to compete effectively will depend on a number of factors, including without limitation:

•: our ability to offer cost-effective and high-quality services consistently and without delay;
•: our ability to respond quickly and effectively to market demand for new services;
•: our ability to adopt or adapt to changing regulatory standards and industry practices;
•: the number and nature of our competitors and competitiveness of their services; and
•: the entrance of new competitors into our markets.

Many of these factors are outside of our control. For these reasons, we may not be able to compete successfully against our current or future competitors.

Consolidation in the telecommunications industry could lead to an unexpected and significant reduction in revenue.

The telecommunications industry has historically been marked by significant consolidation. If two service providers that are currently connecting traffic through our platform become part of a single entity and network infrastructure, those parties may no longer need to route telecommunications traffic through our platform, which will adversely affect the revenue we generate from such traffic.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing customer needs, our services may become less competitive or obsolete, and we could lose customers or market share.

Our future success will depend in part on our ability to modify or enhance our services to meet customer needs, to add functionality and to address technological advancements. The telecommunications industry is characterized by rapid technological change and new service offerings, which could make our service offerings obsolete or too costly or inefficient on a relative basis. We must adapt to this rapidly changing market by continually improving the features, functionality, reliability and responsiveness of our services, and by developing new features, services and applications to meet changing customer needs or developing industry standards. We cannot assure you that we will be able to adapt to these challenges or respond successfully or in a cost effective way. Failure to do so would adversely affect our ability to compete and retain customers or market share. In addition, our innovations may not achieve the market penetration or price levels necessary for profitability.

The market for next generation communications services may not develop as we anticipate.

The market for multimodal communications and unified communications services is at an early stage of development, and the market for these services may not achieve high levels of demand. Our success depends on the willingness of enterprises to adopt these next generation communications services. If demand for these services does not develop as we expect, it may adversely affect our revenue growth from enterprise customers.

Table of Contents

Our sales channels may not be effective in selling our communications services to enterprise customers.

Currently, we rely on sales channels to acquire enterprise customers. If our sales channel partners are not effective in generating demand from enterprise customers for our services, we may have to evaluate alternative customer acquisition models, including introducing a direct sales model for attracting and retaining enterprise customers. As a result, our operating costs may be significantly increased, which may adversely affect our ability to achieve or maintain profitability.

Our CloudWorx CaaS Platform could subject us to litigation and other disputes from third parties.

Our CloudWorx CaaS Platform relies on multiple service providers to deliver communications traffic. We enter into contractual or other arrangements with the service provider from which we receive traffic and with the peering partner to which we deliver communications traffic. However, we do not have written contractual arrangements with all of the parties that participate in the origination, transit or termination of traffic through our platform. Our partners provide us assurances that they are in compliance with applicable laws and regulations. While our contracts address compensation issues, they also recognize that the market is subject to regulatory uncertainty and changes in law. We may be subject to litigation or other disputes as a result of our indirect peering business. We may not have recourse through contractual indemnification. Our inability to seek recourse either from those with which we enter into written contracts or third parties may adversely impact our business.

We may be vulnerable to security breaches, which could disrupt our operations and have a material adverse effect on our financial performance and operating results.

A party who is able to compromise the security of our facilities could misappropriate either our proprietary information or the personal information of our customers, or cause interruptions or malfunctions in our operations. We may be required to expend significant capital and financial resources to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may not be able to implement security measures in a timely manner or, if and when implemented, these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and operating results.

If our security measures are breached and unauthorized access is obtained to a customer's stored data or any consumer data that we may store from time to time or if data is lost due to hardware failures or errors, our services may be perceived as not being secure, customers may curtail or stop using our services and we may incur significant legal and financial exposure and liabilities.

Certain of our services involve the storage and transmission of customers' proprietary information, including certain consumer data. Security breaches related to this information could expose us to a risk of loss of this information, litigation and possible liability, as well as damage our relationships with our customers. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, during transfer of data to additional data centers or at any time, and, as a result, someone obtains unauthorized access to our data or our customers' data, our reputation could be damaged, our business may suffer and we could incur significant liability. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data or our customers' data, which could result in significant legal and financial exposure and a loss of confidence in the security of our service, which would harm our future business prospects. Furthermore, our ability to collect and report data may be interrupted by a number of factors, including our inability to access the Internet, the failure of our platform, security breaches or variability in user traffic on customer

Table of Contents

websites. In addition, computer viruses may harm our systems causing us to lose data, and the transmission of computer viruses could expose us to litigation. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose sales and customers. Our errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover any claim against us for loss of data or other indirect or consequential damages and defending a suit, regardless of its merit, could be costly and divert management's attention.

The loss of key members of our senior management team could prevent us from executing our business strategy and could have a material adverse effect on our business. Additionally, the failure to attract and retain qualified personnel could prevent us from executing our business strategy.

Our future performance depends substantially on the continued services of our management and other key personnel, including members of our technical, marketing and sales teams, and our ability to retain and motivate those persons. We do not have long-term employment agreements with any of our key personnel and we do not maintain any "key person" life insurance policies. Competition for qualified personnel is intense and we may not be successful in attracting and retaining the key personnel that we need to compete effectively. The value of our common stock may adversely affect our efforts to motivate the performance of our key personnel. It may be difficult to retain those employees who have substantial in-the-money, vested options or other equity awards. Conversely, if options granted to our employees have exercise prices that are substantially above our then-current share price, it may be difficult to motivate and retain those employees. Additionally, if the market price of our common stock does not increase or declines, it may limit our ability to attract new employees with equity incentives.

We may acquire other companies or technologies, which could divert our management's attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.

We may in the future seek to acquire or invest in businesses, products or technologies that we believe could complement or expand our application suite, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we do not have any experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate successfully the acquired personnel, operations and technologies, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

•: unanticipated costs or liabilities associated with the acquisition;
•: incurrence of acquisition-related costs;
•: diversion of management's attention from other business concerns;
•: harm to our existing business relationships with business partners and customers as a result of the acquisition;
•: the potential loss of key employees;
•: use of resources that are needed in other parts of our business; and
•: use of substantial portions of our available cash to consummate the acquisition.

Table of Contents

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could harm our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

If we are unable to protect our proprietary technology and other intellectual property rights, our ability to compete for business or exclude others from competing with us may be adversely affected. Our solutions and services may infringe on the intellectual property rights of others, which may subject us to legal liability, harm our reputation, prevent us from offering certain solutions and services to our customers or distract management. Any claims or litigation involving intellectual property, whether we ultimately win or lose, could be extremely time-consuming, costly and harmful to our reputation.

We regard the protection of our trademarks, service marks, copyrights, patents, domain names, trade dress and trade secrets as critical to our success. To protect our intellectual property rights, we rely on national, state and common law rights, as well as a variety of administrative procedures, and we seek protection through trade secrets, confidentiality agreements and other security measures, including patent law protection. To date, we have one issued patent. The process of seeking patent protection takes a long time and is expensive. We are unable to guarantee that additional patents will issue from pending or future applications or that, if patents issue, they will not be challenged, invalidated or circumvented, or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage. Some of our technologies are not covered by any patent or patent application. The confidentiality agreements on which we rely to protect certain technologies may be breached and may not be adequate to protect our proprietary technologies. There can be no assurance that other countries in which we market our services will have applicable laws to protect our intellectual property rights to the same extent as the United States.

Our ability to compete successfully also depends on our ability to operate without infringing the proprietary rights of others. We have no means of knowing what patent applications have been filed in the United States until they are published. In addition, the technology sector in which we operate is characterized by frequent claims and litigation regarding patents, trademarks and other intellectual property rights. We may need to file lawsuits to enforce our intellectual property rights, and we may need to defend against claimed infringement of the rights of others. Any litigation could result in substantial costs to us and divert our resources. Despite our efforts in bringing or defending lawsuits, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property, or offering solutions or services that are directly competitive with ours. In the event of an adverse outcome in any such litigation, we may be required to stop our use of infringing technologies, expend significant resources to develop or acquire non-infringing technologies or obtain licenses to the intellectual property we are found to have infringed. There can be no assurance that we would be successful in such development or acquisition or that necessary licenses would be available on reasonable terms, or at all.

Table of Contents

Risks Related to Our Industry, Including Regulation by Governmental Authorities

We operate in a dynamic legal and regulatory environment where changes in law and regulations could adversely impact our business.

Certain of our service offerings are subject to regulation at the international, federal, state and local levels. Regulations affect our business and can change the marketplace. The adoption and enactment of new regulations, or the modifications to existing ones, can have a material adverse effect on our business. Additionally, future legislative, judicial and regulatory agency actions could have an adverse effect on our business.

Our communications service offerings depend on complex compensation arrangements between service providers where federal and state regulatory reform and judicial decisions can have unpredictable results and may make our communications service offerings less viable or potentially unsustainable.

How service providers compensate each other varies based on a variety of factors, including

•: whether a call terminates on a wireline or wireless network;
•: whether the call is local or long distance;
•: whether the call is intrastate, interstate or international; and
•: the classification of IP traffic as either traditional telecommunications or information services traffic.

Depending on the nature of the traffic and the arrangements between the service providers, compensation may be determined by federal or state rules, contracts entered into between service providers, tariffs or other arrangements.

Although we provide our communications services pursuant to contracts with those service providers who connect directly to us, much of the traffic routed using our service is ultimately originated or terminated by other parties with whom we are connected only indirectly, and the rights and obligations of these indirectly connected parties, including the rates they pay for the origination and termination of the traffic they carry, are often governed by regulated tariffs rather than by contracts. Those rates, in turn, have a material effect on the rates that we pay our peering partners to transmit and terminate our traffic. The Federal Communications Commission, or FCC, is considering reform of the system under which service providers compensate each other for interstate, intrastate and local traffic origination and termination services. Recently, the FCC announced its intention to comprehensively reform this system. A number of states are also actively considering compensation reform that could impact our business. Existing rules governing compensation may be changed as a result of these regulatory proceedings, or as a result of legislative or judicial actions, in ways that are impossible to predict.

Reform of the intercarrier compensation system could alter any of a myriad of factors that could adversely impact our business. For example, the FCC could establish an unfavorable rate that may be assessed for the transmission and termination of certain traffic that we deliver over our platform or adopt other rules, which may negatively impact our business. It is also possible that the FCC could classify certain traffic in a manner that negatively impacts our business.

It is unclear at this time what measures the FCC may take to reform compensation arrangements between service providers. Certain models we use today may be prohibited in the future or subject to rules that make the way we currently do business less profitable or unprofitable. If certain rules are adopted, we may have to change the way in which we route traffic, discontinue relationships with existing partners, or modify our business practices materially. Depending on the rules adopted, some of our offerings, to the extent they are sustainable, may not be as profitable in the future. We cannot predict how changes in FCC and/or state rules will impact us at this time.

Table of Contents

We may be subject to increased liability for Federal Universal Service Fund contributions.

We are required to contribute to the Federal Universal Service Fund, or USF, a percentage (which varies quarterly) of certain of our revenue derived from providing retail interstate and international telecommunications and communications services. We are required to report our revenue periodically to enable the Universal Service Administrative Company, which administers the Fund on behalf of the FCC, to determine our contribution requirement. Based on these reports, we pass through our estimated contribution obligation to customers in the form of an assessment. We are also required to obtain and maintain exemption certifications for our service provider customers. The rules governing allocation of our revenue between telecommunications services (which are subject to assessment) and information services (which are not) are complex and in some situations ambiguous. If we are determined to have allocated our revenue incorrectly or otherwise failed to report all required revenue from end-users, we could be subject to liability for underpayment of contributions to the Fund, which would be extremely difficult to recover from customers. If the certifications that some of our customers provide to justify the exemption of their charges from USF assessments are found to be defective and we cannot show we reasonably expected such customers to contribute to the Fund, we may be subject to additional USF contribution liabilities. While we may be legally entitled to collect any shortfall USF contribution from our customers, we may not be able to do so and this could have a material adverse impact on our business.

The FCC is actively considering reform of the USF and, depending on the reforms adopted, the ultimate cost of our services to our customers may rise.

The FCC is actively considering ways to reform the USF in a manner that does not require additional statutory authority. The FCC could adopt a number of different reforms that change the methodology for contributing to the USF. Depending on the reform adopted, this could increase what we are required to contribute to the USF, which could result in increasing the price of our offerings. We cannot predict the impact of this proceeding on our business. Additionally, the U.S. Congress, the FCC, state legislatures and/or state agencies may target, among other things, state USF contribution methodologies, access or settlement charges that are exchanged between service providers, imposing taxes related to Internet communications, imposing tariffs or other regulations based on encryption concerns, or the characteristics and quality of products and services that we may offer. New laws or regulations concerning these or other areas of our business could restrict our growth or increase our cost of doing business.

The outcome of pending regulatory proceedings, litigation or other disputes may subject us to retroactive liability for intercarrier compensation arrangements.

The regulations and other arrangements that govern compensation between service providers are complex and, depending on the traffic at issue, subject to federal and state jurisdiction, including regulation by the FCC and state public utilities commissions. Application of current intercarrier compensation rules is constantly under review. A number of state commissions are actively considering disputes between service providers that could adversely affect us. Additionally, there is ongoing litigation in the industry that could affect certain components of our indirect peering business, such as the charges our indirect peering partners pay to transport and terminate our traffic. When and how the FCC, state commission or other entities with jurisdiction and authority ultimately resolve the intercarrier compensation disputes, or interpret regulatory rulings, we may be subject to retroactive liability for intercarrier compensation charges. Due to this legal uncertainty, we are unable to predict the impact on our business. Moreover, it is possible that we may be subject to retroactive liability for certain traffic. It may be difficult to collect from our customers for such retroactive liability. Should we be subject to retroactive liability and be unable to collect on such liabilities from our customers or third parties, our business may be adversely impacted.

Table of Contents

We are subject to federal and state regulation for certain of our communications service offerings and we may be subject to enforcement actions or other adverse proceedings that may have a material adverse impact on our reputation or our future results of operations.

For certain of our communications services offerings, we are subject to regulation by the FCC and state public utilities commissions. Among other requirements, we must obtain and maintain certificates of authority to offer communications services at the state and federal level and we are subject to reporting requirements. Interstate and intrastate telecommunications services are subject to a wide range of frequently changing state and federal regulations, rules and laws and we cannot ensure that we are always in compliance with all of these requirements at any single point in time. The agencies responsible for the enforcement of these laws, rules and regulations have initiated and may continue to initiate inquiries or actions based on customer complaints or on their own initiative. While we believe our actions and positions are in compliance with the related rules and in accordance with accepted industry practices, we cannot predict with certainty the timing or outcome of these various reviews. We may be subject to fines, penalties, forfeitures or other enforcement actions as well as complaints seeking damages that could result in monetary or reputational harm. Any of these outcomes could have material adverse impact on our future results of operations.

The FCC could classify some of our offerings as telecommunications services, which could result in additional federal and state regulatory obligations.

Federal and state authorities are currently considering the appropriate classification of certain of our offerings. For example, on February 12, 2004, the FCC initiated a notice of proposed rulemaking to consider the appropriate regulatory classification for VoIP and other IP-enabled services. On November 9, 2004, the FCC ruled that Vonage DigitalVoice and similar nomadic VoIP services are not subject to state certification, tariffing and other similar common-carrier service provider regulations. This ruling was appealed by several states. On March 21, 2007, the United States Court of Appeals for the Eighth Circuit affirmed the FCC's declaratory ruling.

The FCC has yet to classify IP-enabled services, particularly interconnected VoIP services, as either telecommunications services or information services. If the FCC classifies certain or all of our IP-enabled service offerings as telecommunications, we may be subject to additional regulatory obligations at both the federal and state levels and less favorable rates associated with such traffic. It is possible that certain states may classify IP-enabled services like those that we offer as telecommunications services. At least one state, Maine, has already classified particular interconnected VoIP service offerings as telecommunications services. This may adversely impact our business by increasing the cost of offering such services and the rates we pay to terminate such traffic.

The FCC and certain state regulatory agencies must grant approval before we engage in certain transactions or other activities which may result in delay or increase our transaction costs.

Certain transactions and agreements, including among other things mergers, acquisitions of other regulated companies, and asset sales, require regulatory approval either at the federal or state level, or sometimes from both federal and state regulatory agencies. Delays in receiving required regulatory approvals (including approvals relating to stock issuance, acquisitions, financing activities, or transactions relating in transfers of control) and completing interconnection agreements with other carriers may have a material adverse effect on our business.

Internet service providers might restrict our ability to provide services to our customers.

Some of our offerings depend on the ability of our customers to access our services through broadband Internet connections and certain of our products require significant bandwidth to work effectively. Broadband access to the Internet is provided by companies that have increasing market power in the broadband Internet access marketplace, including incumbent telephone companies, cable

Table of Contents

companies and mobile communications companies. Some of these providers have stated that they may take measures that could degrade, disrupt or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our users to provide our offerings, while others, including some of the largest providers of broadband Internet access services, have committed to not engaging in such behavior. The ability of the FCC to regulate broadband Internet access services has been called into question by a recent ruling of the United States Court of Appeals for the D.C. Circuit.

On December 23, 2010, the FCC adopted an order that would impose non-discrimination rules on providers of fixed and wireless broadband Internet access services, with wireless providers subject to a more limited set of rules. While the substance of the rules and the process used by the FCC in adopting the rules differs from the FCC's previous Internet policy principles that were called into question by the D.C. Circuit, questions remain concerning the FCC's legal authority to adopt rules governing the conduct of fixed and wireless broadband Internet access providers. The FCC's rules are not effective yet and there is uncertainty as to whether the rules will become effective. We cannot predict whether the rules will become effective and enforceable, nor can we predict what impact these rules may have on our business at this time. While we believe that substantial interference with access to our products and services is unlikely, such broadband Internet access provider interference has occurred in very limited circumstances in the U.S., and could result in a loss of existing users and increased costs, and could impair our ability to attract new users, thereby harming our revenue and growth.

Our ability to offer services outside the U.S. is subject to the local regulatory environment, which is different than the U.S. and our growth may be impeded.

As we expand into new markets outside of the United States, the regulatory structure of foreign markets differ in significant ways than the United States communications marketplace. We will have to adapt our business strategies to reflect the regulatory realities of these marketplaces which could impede our growth.

If our emergency and E-911 calling services do not function properly, we may be exposed to significant liability from our users.

Certain of our IP telephony offerings are subject to FCC rules governing the delivery of emergency calling services. Similar to other providers of similar IP telephony services, our emergency calling and E-911 service are different than those associated with traditional telecommunications services. These differences may lead to an inability to make and complete calls that would not occur for users of traditional telephony services. For example, to provide the emergency calling services required by the FCC's rules to our IP telephony consumers, we must use components of both the wireline and wireless infrastructure in unique ways that can result in failed connections and calls. Access to emergency services call centers provided over the Internet may be adversely affected by power outages and network congestion that may not occur for users of traditional telephony services. Emergency call centers may not be equipped with appropriate hardware or software to accurately process and respond to emergency calls initiated by consumers of our IP telephony services. Users that use our IP telephony services nomadically are required to manually update their location information, and failure to do so may result in dispatching of assistance to the wrong location. As a result, we could be subject to enforcement action by the FCC or other entities—possibly exposing us to significant monetary penalties, cease and desist orders, civil liability and other adverse consequences. The FCC's rules also impose other obligations on us, such as properly recording our customers' registered locations. Failure to comply with these requirements may result in FCC enforcement action, potential monetary penalties and other adverse consequences.

Table of Contents

The FCC has an open proceeding considering the imposition of additional E-911 obligations on providers of Internet protocol telephony.

The FCC is considering modifying the emergency calling rules applicable to providers of IP telephony services. In June 2007, the FCC released a Notice of Proposed Rulemaking to consider whether it should impose additional obligations on interconnected VoIP providers. Among other things, the FCC is considering requiring that certain providers of IP telephony—including some of our offerings—to implement a solution to automatically determine the location of their customers for purposes of E-911 rather than allowing customers to manually update their existing location. The FCC notice includes a tentative conclusion that certain IP telephony offerings that allow their service to be used in more than one location—including some of our offerings—to be required to meet the same customer location accuracy standards applicable to providers of mobile telecommunications services.

In September 2010, the FCC released a Notice of Inquiry again requesting comment on auto-location obligations and standards for certain IP telephony offerings which would include some of our offerings. The Notice of Inquiry is seeking comment on whether the FCC's rules concerning the delivery of emergency services should be extended to non-interconnected VoIP services as well as to mobile IP telephony applications used on smartphones, computers and other devices. We are currently unable to predict the outcome of these proceedings and the impact on our business.

States are attempting to regulate certain forms of IP telephony which could result in making such offerings less competitive with traditional offerings of telecommunications services and states are imposing additional surcharges and fees on providers of IP telephony services.

We offer certain services through IP telephony. IP telephony is subject to less regulation than traditional telecommunications services. IP telephony has grown substantially over the last few years leading to increased scrutiny by federal and state legislatures and regulatory agencies. Historically, the FCC has preempted states from imposing entry, tariffing and other traditional common carrier requirements on nomadic IP telephony offerings and instead subjects such offerings to discrete regulatory obligations. But the FCC has recently allowed states to impose certain state-related funding obligations on providers of IP telephony. Additionally, a number of states are aggressively trying to exert jurisdiction over certain forms of IP telephony, including some of our offerings, making the legal status of our services uncertain and subject to change as a result of future regulatory action, judicial decisions or legislation in any of the jurisdictions in which we operate. Increased regulation at the state level could increase the costs associated with our service offerings.

Our retail offerings of both telecommunications and IP telephony require us to collect and remit various federal and state surcharges. We pass these regulatory fees along to our customers consistent with federal and state law. With respect to our IP telephony offering, an increasing number of states are considering the imposition of additional state-based surcharges and fees. We would likely pass such surcharges and fees along to our customers resulting in increasing the overall bill for our customers. The resulting increase in cost associated with our service may make our services less competitive with traditional providers of telecommunications services and may also put us at a competitive disadvantage to providers of IP telephony that choose not to comply with these obligations.

There may be risks associated with our ability to comply with the requirements of federal and other regulations related to Customer Proprietary Network Information.

The FCC's existing rules provide that service providers may not use customer proprietary network information, or CPNI, without customer approval except under specific circumstances, and must comply with detailed customer approval processes when using CPNI outside of such circumstances. The FCC's CPNI rules also impose, among other obligations, data security requirements on service providers and interconnected VoIP providers like us.

Table of Contents

At the present time, we do not utilize our customer's CPNI in a manner which would require us to obtain consent from our customers but, in the event that we do in the future, we will be required to adhere to specific CPNI rules targeted at marketing such services. Our failure to achieve compliance with any future CPNI orders, rules, filings or standards, or any enforcement action initiated by the FCC, other federal agencies, state public utilities commissions, or other state entities, against us could have a material adverse effect on our business, financial condition or operating results.

User concerns about our use and protection of personal data and the privacy of their communications and data protection breaches could harm our brand, reduce demand for our products and expose us to government proceedings and actions. Failure or perceived failure by us to comply with our privacy policy or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us.

The effectiveness of our solutions relies on our customers' storage and use of data concerning their customers, including financial, personally identifying and other sensitive data. Our customers' collection and use of data for consumer profiling may raise privacy and security concerns and negatively impact the demand for our solutions. We have implemented various features intended to enable our customers to better comply with privacy and security requirements, such as opt-out messaging and checking, the use of anonymous identifiers for sensitive data, and restricted data access, but these security measures may not be effective against all potential privacy concerns and security threats. If a breach of customer data security were to occur, our solutions may be perceived as less desirable, which would negatively affect our business and operating results.

In addition, governments in some jurisdictions have enacted or are considering enacting consumer data privacy legislation, including laws and regulations applying to the solicitation, collection, processing and use of consumer data. This legislation could reduce the demand for our solutions if we fail to design or enhance our solutions to enable our customers to comply with the privacy and security measures required by the legislation. Moreover, we may be exposed to liability under existing or new consumer data privacy legislation.

Our business is subject to certain risks associated with our ability to comply with the Communications Assistance for Law Enforcement Act.

When we provide certain services we are subject to the Communications Assistance for Law Enforcement Act, or CALEA. CALEA requires us to have the capability to provide to law enforcement agencies certain information about traffic that our customers originate. This requires, among other things, that we have the capability to provide information concerning the origination and destination of communications traffic as well as the ability to provide real-time surveillance. CALEA further requires that we have the capability to deliver such information in a specific format and to a particular destination identified by law enforcement. The FCC's rules allow us to use third parties to comply with these obligations but we are ultimately responsible for compliance. We may be unable to comply with CALEA in all instances, subjecting us to fines, penalties and other enforcement actions.

Risks Related to Our Common Stock and this Offering

Being a public company will increase the administrative costs of operating our business, including maintaining and improving our financial controls and complying with rules and regulations, and may be a significant burden on our management team, thus requiring considerable expenditures of our resources.

As a public company, we will incur additional legal, accounting and other expenses that we do not incur as a private company. The Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules of the exchange on which our shares are listed, will apply to us as a public company. Compliance with these rules and regulations will necessitate significant increases in our legal and financial budgets and may also strain our personnel, systems and

Table of Contents

resources. The Exchange Act requires, among other things, filing of annual, quarterly and current reports with respect to our business and financial results and condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Satisfying these requirements involves a commitment of significant resources and management oversight. As a result of management's efforts to comply with such requirements, other important business concerns may receive insufficient attention, which could have a material adverse effect on our business, financial condition and results of operations. Failure to meet certain of these regulatory requirements may also cause us to be delisted from the New York Stock Exchange or Nasdaq Global Market. In addition, we currently have a relatively small finance staff and may have difficulty recruiting additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge. The hiring of such personnel will also increase our operating expenses in future periods.

We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to maintain adequate director and officer insurance, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

If we are unable to successfully remediate material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.

In connection with the audit of our financial statements for the year ended December 31, 2010, our management and independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our management and independent registered public accounting firm did not perform an evaluation of our internal control over financial reporting as of December 31, 2010 in accordance with the provisions of the Sarbanes-Oxley Act. Had we and our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional control deficiencies may have been identified by management or our independent registered public accounting firm, and those control deficiencies could have also represented one or more material weaknesses.

Our management and independent registered public accounting firm identified material weaknesses related to (i) a lack of adequate control over the accounting for complex financial instruments, including accounting for certain stock warrants and convertible instruments and (ii) a lack of adequate control to identify, evaluate, monitor and adjust our accrued liability for peering partner disputes. Both of these control deficiencies resulted in a more than remote likelihood that a material misstatement of our annual and interim financial statements would not be prevented or detected. As a result, audit adjustments to our financial statements were identified during the course of the audit. In an effort to remediate these material weaknesses, with respect to complex financial instruments, we have retained consultants to assist us in properly accounting for complex financial instruments and have also developed in-house knowledge and expertise related to the accounting literature surrounding complex financial instruments. With respect to peering partner disputes, we have developed, documented and initiated enhanced procedures over our peering partner disputes to improve our ability to make reasonable estimates with respect to the amounts for which such disputes will ultimately be settled.

We cannot assure you that these measures will significantly improve or remediate the material weakness described above. We also cannot assure you that we have identified all or that we will not in the future have additional material weaknesses. Accordingly, material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting for purposes of our

Table of Contents

attestation required by reporting requirements under the Exchange Act or Section 404 of the Sarbanes-Oxley Act after this offering. The standards required for a Section 404 assessment under the Sarbanes-Oxley Act will require us to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules. These stringent standards require that our audit committee be advised and regularly updated on management's review of internal controls. Our management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to us as a public company. If we fail to staff our accounting and finance function adequately or maintain internal controls adequate to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to report our financial results accurately or in a timely manner and our business and stock price may suffer.

We may need additional capital in the future and such capital may be limited or unavailable. Failure to raise capital when needed could prevent us from growing in accordance with our plans.

We may require more capital in the future from equity or debt financings to fund our operations, finance investments in equipment and infrastructure, acquire complementary businesses and technologies, and respond to competitive pressures and potential strategic opportunities. We believe that our existing working capital, together with the proceeds of this offering, will be sufficient to fund our working capital requirements, capital expenditures and operations for at least the next 12 months. However, the assumptions on which this assessment has been made may prove to be wrong, and it is possible that we could expend available financial resources sooner than we currently expect. If we are required to raise additional funds through further issuances of equity or other securities convertible into equity, our existing stockholders could suffer significant dilution, and any new shares we issue could have rights, preferences or privileges senior to those of the holders of our common stock, including the shares of common stock sold in this offering. The additional capital we may seek may not be available or, if available, may not be available on favorable terms. In addition, our existing debt instruments limit our ability to incur additional indebtedness under certain circumstances. If we are unable to obtain capital on favorable terms, or if we are unable to obtain capital at all, we may have to reduce our operations or forego opportunities, and this may have a material adverse effect on our business, financial condition and results of operations.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We will be subject to rules adopted by the Securities and Exchange Commission, or SEC, pursuant to Section 404 of the Sarbanes-Oxley Act, which require us to include in our Annual Report on Form 10-K our report on, and assessment of the effectiveness of, our internal controls over financial reporting beginning with our year ending December 31, 2012. Our independent auditors will also be required to attest to and report on the effectiveness of our internal controls over financial reporting. If we fail to achieve and maintain the adequacy of our internal controls, there is a risk that we will not comply with all of the requirements imposed by Section 404. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. Any of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements and could result in investigations or sanctions by the SEC, our stock exchange or other regulatory authorities or in stockholder litigation. Any of these factors ultimately could harm our business and could negatively impact the market price of our securities. Ineffective control over financial reporting could also cause investors to lose confidence in our reported financial information, which could adversely affect the trading price of our common stock.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, our management, including our chief financial officer and chief executive

Table of Contents

officer, does not expect that our disclosure controls and procedures can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

There is no existing market for our common stock, and an active, liquid and orderly market for our common stock may not develop.

Currently, there is no public market for our common stock. Investor interest in us may not lead to the development of an active trading market. The initial public offering price for the shares of our common stock will be negotiated between us and representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. You may not be able to resell our common stock at or above the initial public offering price.

The trading value of our common stock may be volatile, and you might not be able to sell your shares at or above the initial public offering price.

Though our common stock has no prior trading history, the trading prices of technology company securities in general have been highly volatile. Accordingly, the trading price of our common stock is likely to be subject to wide fluctuations, and you may not be able to resell our common stock at or above the initial public offering price. Factors, in addition to those outlined elsewhere in this prospectus, that may affect the trading price of our common stock include:

•: actual or anticipated variations in our operating results;
•: changes in recommendations by any securities analysts that elect to follow our common stock;
•: the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
•: the loss of, or significant decrease in use of our services by, a key customer;
•: market conditions in industry categories that we serve and the economy as a whole;
•: the loss of key personnel;
•: regulatory changes affecting the delivery or overall value of our services;
•: lawsuits filed against us;
•: price and volume fluctuations in the overall stock market; and
•: other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

Future sales of shares by existing stockholders could cause our stock price to decline.

Attempts by existing stockholders to sell substantial amounts of our common stock in the public market after the contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse could cause the trading price of our common stock to decline significantly. Based on shares outstanding as of March 31, 2011, upon completion of this offering, we will have outstanding shares of common stock, assuming no exercise of the underwriters' over-allotment option. Of these shares, only shares of common stock sold in this offering to investors other than those subject to a 180-day contractual lock-up will be freely tradable, without restriction, in the public market. J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. may, in their sole discretion,

Table of Contents

permit our officers, directors, employees and current stockholders who are subject to a 180-day contractual lock-up to sell shares prior to the expiration of the lock-up agreements. The lock-up is subject to extension under certain circumstances. For additional information, see "Underwriting."

After the lock-up agreements pertaining to this offering expire, substantially all of our shares will be eligible for sale in the public market, including shares held by directors, executive officers and other affiliates, which will be subject to volume limitations under Rule 144 under the Securities Act. In addition, shares subject to outstanding options and reserved for future issuance under our stock option plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline. See "Shares Eligible for Future Sale" for more information regarding shares of our common stock that existing stockholders may sell after this offering.

If securities analysts do not publish research or reports about our business or if they downgrade our stock, the price of our stock could decline.

The research and reports that industry or financial analysts publish about us or our business will likely have an effect on the trading price of our common stock. If an industry analyst decides not to cover our company, or if an industry analyst decides to cease covering our company at some point in the future, we could lose visibility in the market, which in turn could cause our stock price to decline. If an industry analyst downgrades our stock, our stock price would likely decline rapidly in response.

The concentration of our capital stock ownership with insiders upon the completion of this offering will likely limit your ability to influence corporate matters including the ability to influence the outcome of director elections and other matters requiring stockholder approval.

We anticipate that our executive officers, directors, current five percent or greater stockholders and affiliated entities will together beneficially own approximately percent of our common stock outstanding after this offering, assuming full exercise of the underwriters' over-allotment option. As a result, these stockholders, acting together, will have significant influence over all matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other stockholders, including those who purchase shares in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

Our management will have broad discretion over the use of the proceeds from this offering and might not apply the proceeds of this offering in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds from this offering. We expect to use the net proceeds from this offering for general corporate purposes, including working capital. We may also use net proceeds for other purposes, including possible investments in, or acquisitions of, complementary products or technologies, although we have no specific plans at this time to do so. We may fail to use these funds effectively to yield a significant return, or any return, on any investment of these net proceeds.

You will incur immediate and substantial dilution and may experience further dilution.

The initial public offering price of our common stock is substantially higher than $0.19, the net tangible book value per share of our common stock as of December 31, 2010, calculated on a pro forma basis for this offering. Therefore, if you purchase our common stock in this offering, you will incur an immediate dilution of $ in net tangible book value per share from the price you paid,

Table of Contents

based on the initial offering price of $ per share. The exercise of options to purchase shares of our common stock outstanding as of December 31, 2010 at a weighted average exercise price of $0.46 per share will result in further dilution.

Provisions of our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, as a result, depress the trading price of our common stock.

Our certificate of incorporation and bylaws contain provisions that could discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:

•: establish a classified board of directors so that not all members of our board are elected at one time;
•: require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
•: authorize the issuance of "blank check" preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;
•: limit the ability of our stockholders to call special meetings of stockholders;
•: prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
•: provide that the board of directors is expressly authorized to adopt, alter or repeal our bylaws; and
•: establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change of control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, including statements that involve expectations, plans or intentions (such as those relating to future business or financial results, new features, products or services, or management strategies). You can identify these forward-looking statements by words such as "may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "plan" and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in these forward-looking statements. These risks and uncertainties include, among others, those described under "Risk Factors" and elsewhere in this prospectus, including in our financial statements and related notes appearing in this prospectus, and the following:

•: our ability to maintain or improve our growth rate, and fluctuations in our financial performance;
•: intense competition from legacy and emerging communications service providers, including traditional telecommunications carriers and other providers of specialized communications services;
•: availability and performance of third parties and third-party facilities, equipment and services;
•: our ability to protect our intellectual property, technology and brand;
•: regulation of our business and the risk that compliance with regulatory requirements may be costly and may require that we change the services we offer, the price for our services or the way we do business in particular states or other regions;
•: the growth and availability of broadband Internet access;
•: our ability to retain key personnel;
•: risks associated with acquisitions and other strategic transactions;
•: our ability to expand our service offerings; and
•: the costs associated with being an independent public company and our ability to comply with the internal control and reporting obligations of public companies.

We do not intend, and undertake no obligation, to update any of our forward-looking statements to reflect actual results, changes in circumstances, assumptions or beliefs, or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds from the sale of shares of our common stock that we are selling in this offering will be $ million, or $ million if the underwriters' over-allotment option is exercised in full, based on an assumed initial public offering price of $ per share, the midpoint of the estimated price range shown on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share would increase or decrease the net proceeds to us from the offering by approximately $ million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of one million shares in the number of shares of common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to obtain additional capital, to create a public market for our common stock and to facilitate our future access to the public equity markets.

We currently intend to use the net proceeds received by us from this offering for working capital and general corporate purposes. We may also use a portion of our net proceeds to acquire and invest in complementary products, technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction and are not involved in negotiations to do so.

We cannot specify with certainty the particular uses for the net proceeds to be received by us from this offering. Accordingly, our management team will have broad discretion in using the net proceeds to be received by us from this offering.

Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will be dependent on a number of factors, including our earnings, capital requirements, financial condition, future prospects and other factors that our board of directors deems relevant. Additionally, under the terms of our Loan and Security Agreement dated as of May 5, 2010 by and between us and Hercules Technology II, L.P., and Comerica Bank, we must obtain written consent from the lenders prior to paying any cash dividends.

Table of Contents

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2010, as follows:

•: on an actual basis;
•: on a pro forma basis after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 41,695,608 shares of common stock, assuming the conversion immediately upon the completion of this offering, and the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital; and
•: on a pro forma as adjusted basis after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 41,695,608 shares of common stock assuming the conversion immediately upon the completion of this offering, the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital, and our receipt of the net proceeds from the sale of shares of common stock offered by us in this offering, at an assumed initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of the prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table in conjunction with the sections titled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

				As of December 31, 2010

				Actual		Pro Forma		Pro Forma as Adjusted
						(unaudited)		(unaudited)
				(in thousands, except share and per share data)
Cash and cash equivalents				$9,159		$9,159		$

Total indebtedness(1)				$18,675		$18,675
Warrant liabilities				12,400		1,007
	Convertible preferred stock, $0.0001 par value per share: 44,760,592 shares authorized, 41,695,608 shares issued and outstanding actual; no shares authorized, issued and outstanding pro forma and pro forma as adjusted (unaudited)			33,379		—			—
Stockholders' equity (deficit):
	Common stock, $0.0001 par value per share: 80,000,000 shares authorized, 8,802,409(2) shares issued and outstanding actual; 80,000,000 shares authorized, 50,498,017(2) shares issued and outstanding pro forma (unaudited); shares issued and outstanding pro forma as adjusted (unaudited)			1		5
	Additional paid-in capital			3,719		48,487
	Accumulated deficit			(36,611	)	(36,611	)

		Total stockholders' equity (deficit)		(32,891	)	11,881

			Total capitalization	$31,563		$31,563		$

(1): Total indebtedness includes $18.2 million in equipment financing obligations and $0.5 million payable under our capital lease obligation (see Notes 4 and 10 to our audited financial statements).
(2): Does not include 1,538,640 shares provided as security for obligations under non-recourse notes from certain stockholders, as such shares are treated as options for purposes of accounting, though they are legally issued and outstanding.

Table of Contents

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of the prospectus, would increase (decrease) the amount of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity, total capitalization and net proceeds we receive from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses. Similarly, each increase (decrease) of one million shares in the number of shares of common stock offered by us would increase (decrease) cash and cash equivalents, additional paid-in capital, total stockholders' equity, total capitalization and net proceeds we receive from this offering by approximately $ million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters' over-allotment option is exercised in full, pro forma as adjusted cash and cash equivalents, common stock and additional paid-in capital, stockholders' equity (deficit) and shares issued and outstanding as of December 31, 2010 would be $ million, $ million, $ million and , respectively.

The number of shares of common stock issued and outstanding actual, pro forma, and pro forma as adjusted in the table above excludes the following shares:

•: 14,722,328 shares of common stock issuable upon the exercise of options outstanding, at a weighted average exercise price of $0.46 per share;
•: 807,850 shares of common stock issuable upon the exercise of outstanding warrants to purchase common stock, at a weighted average exercise price of $0.71 per share; and
•: 2,743,077 shares of common stock, on an as-converted basis, issuable upon the exercise of outstanding warrants to purchase convertible preferred stock assuming the conversion immediately upon the completion of this offering, at a weighted average exercise price of $0.41 per share.

Table of Contents

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the assumed initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of common stock outstanding. Our historical net tangible book value (deficit) as of December 31, 2010, was $(1.6) million, or $(0.18) per share. Our pro forma net tangible book value as of December 31, 2010 was $9.8 million, or $0.19 per share, based on the total number of shares of our common stock outstanding as of December 31, 2010, after giving effect to the conversion of all outstanding shares of our convertible preferred stock into common stock assuming the conversion immediately upon the completion of this offering and the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital.

After giving effect to our sale of shares of common stock in this offering at the assumed initial public offering price of $ per share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of December 31, 2010 would have been $ million, or $ per share. This represents an immediate increase in net tangible book value of $ per share to existing stockholders and an immediate dilution in net tangible book value of $ per share to purchasers of common stock in this offering, as illustrated in the following table:


Assumed initial public offering price per share			$
	Pro forma net tangible book value (deficit) per share as of December 31, 2010	$
	Increase in pro forma net tangible book value (deficit) per share attributable to new investors

Pro forma as adjusted net tangible book value per share after this offering

Dilution per share to investors in this offering			$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range listed on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share by $ , assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters' over-allotment option to purchase additional shares from us is exercised in full, the pro forma as adjusted net tangible book value per share after this offering would be $ per share, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be $ per share and the dilution to new investors purchasing shares in this offering would be $ per share.

The following table presents on a pro forma as adjusted basis as of December 31, 2010, after giving effect to the conversion of all outstanding shares of convertible preferred stock into common stock assuming the conversion immediately upon the closing of this offering, the differences between the existing stockholders and the purchasers of shares in this offering with respect to the number of shares purchased from us, the total consideration paid, which includes net proceeds received from the issuance of common and convertible preferred stock, cash received from the exercise of stock options

Table of Contents

and the value of any stock issued for services and the average price paid per share (in thousands, except per share amounts and percentages):

		Shares Purchased				Total Consideration

		Shares Purchased				Total Consideration				Average Price Per Share
		Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders					%	$			%	$
New investors in this offering

	Totals			100.0	%	$		100.0	%

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $ , total consideration paid by all stockholders by $ and the average price per share paid by all stockholders by $ , in each case assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same, and without deducting the estimated underwriting discounts and commissions and estimated offering payable by us. Similarly, each increase or decrease of one million shares in the number of shares of common stock offered by us would increase or decrease cash and cash equivalents, additional paid-in capital, total stockholders' equity, total capitalization and the net proceeds to us from this offering by approximately $ million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, our existing stockholders would own percent and our new investors would own percent of the total number of shares of our common stock outstanding after this offering.

The foregoing calculations are based on our shares outstanding as of December 31, 2010 assuming our outstanding convertible preferred stock converts into 41,695,608 shares of common stock and excludes the following shares:

•: 14,722,328 shares of common stock issuable upon the exercise of options outstanding, at a weighted average exercise price of $0.46 per share;
•: 807,850 shares of common stock issuable upon the exercise of outstanding warrants to purchase common stock, at a weighted average exercise price of $0.71 per share;
•: 2,743,077 shares of common stock, on an as-converted basis, issuable upon the exercise of outstanding warrants to purchase convertible preferred stock assuming the conversion immediately upon the completion of this offering, at a weighted average exercise price of $0.41 per share; and
•: 1,538,640 shares provided as security for obligations under non-recourse notes from certain stockholders, as such shares are treated as options for purposes of accounting though they are legally issued and outstanding.

Table of Contents

SELECTED FINANCIAL DATA

The selected statement of operations data for the years ended December 31, 2008, 2009 and 2010 and the balance sheet data as of December 31, 2009 and 2010 are derived from our audited financial statements included elsewhere in this prospectus. The selected balance sheet data as of December 31, 2008 are derived from our audited financial statements that are not included in this prospectus. The selected statement of operations data for the years ended December 31, 2006 and 2007 and the balance sheet data as of December 31, 2006 and 2007 are derived from our unaudited financial statements, which are not included in this prospectus. The unaudited results for the years ended December 31, 2006 and 2007 have been prepared on the same basis as the audited financial statements, and reflect all adjustments necessary to fairly reflect our financial position of December 31, 2006 and 2007 and the results of operations for the years then ended. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read the following selected historical financial data below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements, related notes, and other financial information included elsewhere in this prospectus. The selected financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included in this prospectus.

			Year Ended December 31,

			2006		2007		2008		2009		2010
			(in thousands, except share and per share data)
			(unaudited)		(unaudited)
Statement of Operations Data:
Revenue			$18,970		$27,586		$43,352		$76,194		$111,549
Operating expenses:
	Peering partner compensation		14,051		19,506		29,824		50,232		78,820
	Infrastructure costs		895		2,426		2,987		5,265		6,636
	Operations(1)		2,118		2,830		3,353		4,673		5,578
	Research and development(1)		1,258		2,527		2,447		3,567		4,069
	Sales and marketing(1)		3,506		5,596		4,741		6,367		7,693
	General and administrative(1)		1,032		2,879		2,177		4,568		5,547
	Depreciation and amortization		264		1,635		1,852		2,373		3,719

		Total operating expenses	23,124		37,399		47,381		77,045		112,062

Loss from operations			(4,154	)	(9,813	)	(4,029	)	(851	)	(513	)
Interest expense, net			(101	)	(487	)	(1,274	)	(1,488	)	(2,614	)
Change in fair value of warrant liabilities			118		86		163		(1,004	)	(8,492	)

Net loss			$(4,137	)	$(10,214	)	$(5,140	)	$(3,343	)	$(11,619	)

Net loss per share of common stock, basic and diluted(2)			$(0.43	)	$(1.15	)	$(0.59	)	$(0.38	)	$(1.33	)

Shares used in computing net loss per share of common stock, basic and diluted(2)			9,525,979		8,874,075		8,757,955		8,757,955		8,759,925

Pro forma net loss per share of common stock, basic and diluted (unaudited)(2)											$(0.07	)

Shares used in computing pro forma net loss per share of common stock, basic and diluted (unaudited)(2)											50,447,513

Table of Contents

	December 31,

	2006		2007		2008		2009		2010
	(in thousands)
	(unaudited)		(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$5,990		$1,943		$11,764		$10,134		$9,159
Working capital (deficit)	6,721		(288	)	11,256		4,710		(3,536	)
Total assets	12,714		9,661		28,099		36,462		47,187
Total indebtedness	1,528		5,117		6,608		12,035		18,675
Warrant liabilities	298		1,322		1,311		2,945		12,400
Redeemable convertible preferred stock	13,164		15,170		33,345		33,345		33,379
Total stockholders' deficit	(4,560	)	(14,558	)	(18,829	)	(21,875	)	(32,891	)

(1): The following table presents stock-based compensation expense included in each expense category:

	Year Ended December 31,

	2006	2007	2008	2009	2010
	(in thousands)
Operations	$1	$8	$27	$31	$144
Research and development	—	3	16	49	81
Sales and marketing	271	52	185	111	153
General and administrative	2	52	91	106	186

Total stock-based compensation	$274	$115	$319	$297	$564

(2): Please see Notes 1 and 12 to our audited financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net loss per share of common stock and pro forma net loss per share of common stock.

Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and elsewhere in this prospectus, particularly those discussed in the section entitled "Risk Factors."

Overview

The global telecommunications industry is undergoing a shift to next-generation IP-based communications technologies from legacy telephone networks. This transition is being driven by the widespread availability of broadband Internet connectivity and the emergence of cloud-based infrastructures and on-demand service delivery models such as Software as a Service, or SaaS. We believe these trends, along with the inability of legacy infrastructures to support the convergence of business and next-generation communications services, such as VoIP and rich-media communications, will continue to drive demand for a flexible and high-quality cloud-based communications platform such as ours.

Our revenue is derived principally from the delivery of communications services over our CloudWorx CaaS Platform. Substantially all of our revenue to date has been derived from the transmission of voice traffic and related value-added services. Service provider and enterprise customers direct communications traffic to us, which we route through our peering partners so that the traffic can be delivered to the ultimate recipient of the communication, which is the end-point device. We typically charge our customers based upon minutes of use for traffic delivered through our platform. Our revenue has grown from $43.4 million for the year ended December 31, 2008 to $111.5 million for the year ended December 31, 2010. The minutes of use for traffic delivered through our platform increased from 3.8 billion in 2008 to almost 17 billion in 2010, and our number of customers increased from 78 to 147. Similarly, the number of our service provider peering partners increased from 34 in 2008 to more than 40 in 2010, and the number of telephone numbers and end point identifying addresses in our SuperRegistry directory increased to over 400 million in 2010. Our revenue growth has been driven by a combination of increases in revenue from existing customers and the addition of new customers.

Historically, substantially all of our revenue was derived from service provider customers. In 2010, revenue from enterprise customers increased significantly but still represented a small percentage of our revenue. We have made investments in research and development to create services more targeted to enterprise customers and in sales and marketing to build and manage our enterprise focused sales channels. As a result, we expect that revenue from enterprise customers will represent an increasing percentage of our revenue in future periods.

Our single largest cost is the amount we pay to our peering partners for delivering communications to the ultimate end-point device user. Peering partners are the parties with whom we have contractual arrangements pursuant to which we direct the communications traffic routed through our CloudWorx CaaS Platform. When the end-point device user is also a customer of one of our peering partners, we

Table of Contents

refer to this as direct peering, and when the end-point device user is not a customer of one of our peering partners, we refer to this as indirect peering. Our peering partner compensation expense has historically increased largely in line with our increases in revenue. As we continue to grow the size of our SuperRegistry directory, we expect an increasing portion of our traffic will be delivered as a result of direct peering and that our costs, as a percentage of revenue, will decrease.

Our cloud-based software architecture has been designed to be scalable and enable us to continue to increase revenue without incurring a proportionate increase in our employee, infrastructure, and other operating costs. Since our platform is software-based, our CloudWorx CaaS Platform can be scaled quickly and efficiently and we are able to increase our revenue without making substantial investments in capital expenditures, regardless of geography. Because we have relied primarily on technology and software to respond to the increased demand for our services, our revenue growth has not required a proportionate increase in headcount. In addition, since we are able to use third-party data centers and third-party fiber networks to deliver IP-based traffic, we have a limited need for investments in our internal physical infrastructure.

We operate in a competitive and dynamic pricing environment. We monitor and, as appropriate, update the pricing that we offer our customers based upon multiple factors as we seek to offer our customers competitive pricing while satisfying their needs for carrier level quality and reliability. Likewise, the amounts we must pay to our peering partners are subject to change. Our proprietary software enables us to collect and quickly analyze information on communications traffic and provide our services at a competitive price without compromising the quality of our service. In addition, as the volume of traffic through our CloudWorx CaaS Platform increases, we expect we will be able to enter into better pricing arrangements with our peering partners.

Our contracts with customers and peering partners do not include volume or pricing commitments and a significant portion of our revenue has historically been concentrated in a relatively limited number of customers. Although we have periodically experienced significant period-to-period variations in the revenue we derive from some of our largest customers, in each quarter but one since the quarter ended March 31, 2008, our aggregate revenue derived from existing customers increased over the revenue from the prior period. We have established and maintain deep relationships with our customers, allowing us to have significant visibility into our customers' changing business plans and deployment decisions. Additionally, because we serve a substantial number of the larger service providers in the U.S. market, we are able to monitor and benefit from the evolving trends among these service providers with respect to communications traffic shifting between wireline and wireless providers, the continued migration of networks from the PSTN to SIP/IP-based networks and the changes in end-user customers among service providers.

We intend to continue to grow our business by generating additional revenue from existing and new service provider and enterprise customers. We also intend to continue to expand our relationships with channel and technology partners to increase our number of enterprise customers. To date, we have generated our revenue principally from customers in the United States. We expect to expand our business internationally in future periods.

We have incurred losses since inception as we have grown our business and invested in our CloudWorx CaaS Platform and selling and administrative functions. As of December 31, 2010, we had an accumulated deficit of $36.6 million.

Key Metrics of Our Business

We monitor revenue as a measure of our overall business performance. We continually analyze and adjust the prices we charge our customers based on market conditions. Although our revenue is generally not impacted by seasonality, our revenue is principally driven by business communications usage and is impacted by the weighted number of business days in each quarter. To derive the weighted

Table of Contents

number of business days in each quarter, we weight each day of the week and each holiday based upon historical traffic levels on those days.

We also track operating margin to monitor operating costs, including peering partner compensation, infrastructure costs, capital expenditures and headcount, as a percentage of revenue. We expect our operating costs as a percentage of revenue will decrease as our business continues to grow.

Key Components of Our Results of Operations

Revenue

We derive our revenue primarily from service provider and enterprise customer usage of our CloudWorx CaaS Platform services to connect our customers' traffic to the ultimate end-point device and charge on a minute of use basis. Our revenue growth has resulted from a combination of delivering additional minutes from existing customers and adding new customers. The rates charged per minute are determined by contractual terms between us and our customers and are subject to periodic changes. To date, our revenue has principally been derived from service provider customers and substantially all of such revenue has been for voice traffic and related value added services. In addition to revenue based upon minutes of use from service providers, we also derive revenue from communication services provided to enterprise customers either on a minutes of use or on a monthly recurring basis per subscriber as the services are provided. While this revenue has not been a significant percentage of our revenue to date, we expect that revenue from enterprise customers will comprise an increasing portion of our revenue in future periods as we increase and expand relationships with our customers, channel partners and technology partners, and those customers and channel partners develop additional applications that utilize our services.

Revenue is impacted by a variety of factors regarding the composition of the minutes of use, including whether they are wireless or VoIP minutes, on the one hand, or wireline minutes, on the other hand.

Operating Expenses

Operating expenses consist of peering partner compensation, infrastructure, operations, research and development, sales and marketing, general and administrative and depreciation and amortization costs.

Peering Partner Compensation

Peering partner compensation represents the costs we incur to connect our customers' traffic to the ultimate end-point device. These costs consist primarily of charges for access to our peering partners' networks and are recorded at the time of usage. They are typically charged based upon minutes of use, and vary based upon negotiated rates with each peering partner. Peering partner compensation costs are impacted by a variety of factors relating to the composition of the minutes, including whether they are wireless or VoIP, on the one hand, or wireline, on the other hand. These costs are also impacted by whether the delivery is the result of direct or indirect peering. For indirect peering, our peering partner generally must pay another service provider who ultimately delivers the traffic to the end-user. As such, our peering partner compensation costs for this traffic increase accordingly. As we continue to grow the size of our SuperRegistry directory, we expect an increasing portion of our traffic will be delivered as a result of direct peering and that our costs as a percentage of revenue will decrease.

We recognize peering partner compensation costs as they are incurred in accordance with contractual requirements. Invoices received from our peering partners often cover billing for millions of minutes. We perform monthly bill verification procedures to identify errors in peering partners' billing processes. These verification procedures include the examination of the bills, review of call detail records, comparing billing rates used with contractual billing rates, evaluating the trends of invoiced

Table of Contents

amounts by peering partner and reviewing the types of charges being processed. If we discover a billing discrepancy as a result of our review, we then proactively seek to resolve the matter with our peering partner. When applicable, we record a charge to peering partner compensation and a corresponding increase to our reserve for disputes based on our estimate of the amount that will eventually be payable. If we subsequently determine that the disputed amounts will be settled for an amount different than the amount which we originally accrued, we will recognize the difference as an adjustment to peering partner compensation. We believe that our procedures are designed to properly assess dispute accruals, however, changes to the estimates used in its calculation could result in a material impact on our statement of operations.

Infrastructure Costs

Infrastructure costs include the costs of utilizing third party telecommunications networks, amounts we pay for use of co-location facilities and interconnection services, and costs of equipment and software maintenance and support. The majority of these costs are fixed in nature. We make commitments for infrastructure usage in anticipation of our future growth, balancing cost against the length of the commitment to cost effectively offer the quality and reliability that our customers require. We seek to expand our capacity in advance of expected future growth needs. As such, our infrastructure costs may vary as a percentage of revenue in any particular period based upon the timing of these investments in additional capacity. However, we expect that these costs will decline as a percentage of revenue over time.

Operations

Operations expenses consist of the costs of our administrative facilities and the costs related to our personnel who are directly responsible for maintaining and expanding our CloudWorx CaaS Platform. Although there may be fluctuations from period to period as we hire additional personnel to expand our operations, we expect that these costs will decline as a percentage of revenue in future periods.

Research and Development

Research and development expenses consist of costs incurred for internal development projects and are comprised of personnel costs, testing and compliance services, and facilities costs. We are currently devoting substantial resources to the development of additional functionality for our existing products and the development of new application components and APIs. We generally expense research and development costs as incurred. Some direct development costs related to the internally developed software used to provide our services are capitalized and depreciated over their useful life. The capitalized cost of this internally developed software for use in providing our services may increase as we continue to develop additional functionality to facilitate the delivery of our services.

Sales and Marketing

Sales and marketing expenses consist of personnel-related costs, sales commissions, travel costs and facilities costs and, to a lesser extent, costs associated with marketing and publicizing our products and services. We primarily use a direct sales approach for our service provider customers and an indirect approach using sales channels for our enterprise customers. We plan to continue to invest in sales and marketing to expand and grow our business. However, we expect that these costs as a percentage of revenue will decline in future periods.

General and Administrative

General and administrative expenses consist of personnel-related costs, professional services, and facilities costs related to our executive, finance, human resources and information technology functions.

Table of Contents

Professional services consist of outside legal and accounting services and information technology consulting costs. These costs have generally increased as we have invested in our administrative infrastructure to support our growth. Following the completion of this offering, we expect to incur additional expenses associated with being a public company, including increased legal and accounting costs, investor relations costs and compliance costs in connection with the internal control requirements of the Sarbanes-Oxley Act.

Depreciation and Amortization

Depreciation and amortization expenses relate to our property and equipment and finite-lived intangible assets. Depreciation expense for property and equipment is primarily related to equipment that hosts our CloudWorx CaaS Platform housed at co-location facilities and is computed using the straight-line method over the estimated useful lives of the assets. This equipment is depreciated over seven years and all other equipment is depreciated over three years. Amortization for leasehold improvements is computed using the straight-line method over the shorter of the term of the lease or estimated useful lives of the assets. Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated economic life of the asset. For the capitalized development costs related to our CloudCentral customer portal, the amortization period is seven years. For capitalized patent costs, the amortization period is the term of the patent, generally 14 years, or the estimated economic life if deemed to be shorter. We expect depreciation and amortization expenses to continue to increase on an absolute level as we increase our investments in equipment, but to decrease as a percentage of our revenue.

Other Income (Expense)

Interest Expense, Net

Interest expense, net consists primarily of interest accrued or paid on our equipment financing obligations and our loan and security agreements, as well as the amortization of debt discount and deferred financing costs.

Change in Fair Value of Warrant Liabilities

The change in fair value of warrant liabilities consists of the change in the fair value of our warrants to purchase convertible preferred stock and those warrants to purchase common stock with price protection features. These outstanding warrants are classified as liabilities and, as such, are remeasured to fair value at each balance sheet date with the corresponding gain or loss from the adjustment recorded in our statement of operations. The fair value of the warrants is estimated using the Black-Scholes option-pricing model and incorporating considerations of the potential value associated with price protection features. We will continue to record adjustments to the fair value of the warrants until the earlier of the exercise or expiration of the warrants. Following the completion of this offering, we will no longer be subject to these charges relating to the warrants for the purchase of our convertible preferred stock as they will be converted into warrants for common stock and will not have price protection features. However, we will continue to adjust our existing common stock warrants with price protection features for changes in fair value until the earlier of the exercise or expiration of the warrants.

Internal Control Over Financial Reporting

In connection with the audit of our financial statements for the year ended December 31, 2010, our management and independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting, as defined in rules established by the Public Company Accounting Oversight Board, or PCAOB. These material weaknesses related to (i) a lack of adequate

Table of Contents

control over the accounting for complex financial instruments, including accounting for certain stock warrants and convertible instruments and (ii) a lack of adequate controls to identify, evaluate, monitor and adjust our accrued liability for peering partner disputes. As a result, audit adjustments to our financial statements were identified during the course of the audit. In an effort to remediate these material weaknesses, with respect to complex financial instruments, we have retained consultants to assist us in properly accounting for complex financial instruments and have also developed in-house knowledge and expertise related to the accounting literature surrounding complex financial instruments. With respect to peering partner disputes, we have developed, documented and initiated enhanced procedures over our peering partner disputes to improve our ability to make reasonable estimates with respect to the amounts that such disputes will ultimately be settled. We cannot assure you that these measures will significantly improve or remediate the material weaknesses described above.

Assessing our procedures to improve our internal control over financial reporting is an ongoing process. We are currently not required to comply with Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make an assessment of the effectiveness of our internal control over financial reporting. As a result, our management did not perform an evaluation of our internal control over financial reporting as of December 31, 2010. Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. We currently do not have an internal audit function.

For the year ending December 31, 2012, pursuant to Section 404 of the Sarbanes-Oxley Act, management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting. Under current SEC rules, if we are an accelerated filer, our independent registered public accounting firm will be required to deliver an attestation report on the effectiveness of our internal control over financial reporting beginning with the year ending December 31, 2012.

Table of Contents

Results of Operations

The following table presents our statement of operations for the periods indicated (in thousands):

			Year Ended December 31,

			2008			2009			2010
Revenue			$	43,352		$	76,194		$	111,549
Operating expenses:
	Peering partner compensation			29,824			50,232			78,820
	Infrastructure costs			2,987			5,265			6,636
	Operations(1)			3,353			4,673			5,578
	Research and development(1)			2,447			3,567			4,069
	Sales and marketing(1)			4,741			6,367			7,693
	General and administrative(1)			2,177			4,568			5,547
	Depreciation and amortization			1,852			2,373			3,719

		Total operating expenses		47,381			77,045			112,062

Loss from operations				(4,029	)		(851	)		(513	)
Interest expense, net				(1,274	)		(1,488	)		(2,614	)
Change in fair value of warrant liabilities				163			(1,004	)		(8,492	)

Net loss			$	(5,140	)	$	(3,343	)	$	(11,619	)

(1): Includes stock-based compensation expense as follows (in thousands):

	Year Ended December 31,

	2008	2009	2010
Operations	$27	$31	$	144
Research and development	16	49		81
Sales and marketing	185	111		153
General and administrative	91	106		186

Total stock-based compensation	$319	$297	$	564

Table of Contents

The following table sets forth the results of operations for the specified periods as a percentage of our revenue for those periods:

			Year Ended December 31,

			2008			2009			2010
Revenue				100	%		100	%		100	%
Operating expenses:
	Peering partner compensation			69			66			71
	Infrastructure costs			7			7			6
	Operations			8			6			5
	Research and development			6			5			4
	Sales and marketing			11			8			7
	General and administrative			5			6			5
	Depreciation and amortization			4			3			3

		Total operating expenses		109			101			100

Loss from operations				(9	)		(1	)		(0	)
Interest expense, net				(3	)		(2	)		(2	)
Change in fair value of warrant liabilities				0			(1	)		(8	)

Net loss				(12	)%		(4	)%		(10	)%

Year ended December 31, 2010 compared to the year ended December 31, 2009

Revenue

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Revenue	$	76,194	$	111,549	$	35,355		46	%

Our revenue increased by $35.3 million, or 46 percent, to $111.5 million in 2010 from $76.2 million in 2009. This increase primarily reflected an increase of $28.8 million resulting from the addition in late 2009 of a large service provider customer and an aggregate $10.9 million in revenue due to increased usage from other existing service provider customers offset in part by a decrease of $17.1 million in revenue from one customer. The remaining increase was due to revenue from new customers in 2010. Revenue from our three largest customers represented 50 percent of our revenue in 2010 as compared to 61 percent in 2009. Revenue from particular customers may vary from period to period as our contracts do not include volume or pricing commitments. Revenue from particular customers has also varied as a result of industry consolidation and as our customers have added or lost end-users, and their associated communications traffic, over time.

Operating Expenses

Peering Partner Compensation

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Peering partner compensation	$	50,232	$	78,820	$	28,588		57	%

Our peering partner compensation costs increased by $28.6 million, or 57 percent, to $78.8 million in 2010 from $50.2 million in 2009. This increase was primarily due to increased traffic through our CloudWorx CaaS Platform. Peering partner compensation increased as a percentage of revenue from

Table of Contents

66 percent in 2009 to 71 percent in 2010. In 2009, we benefited from a more favorable revenue mix than in 2010 due to the composition of minutes, causing peering partner compensation as a percentage of revenue to be lower in 2009.

Infrastructure Costs

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Infrastructure costs	$	5,265	$	6,636	$	1,371		26	%

Infrastructure costs increased by $1.4 million, or 26 percent, to $6.6 million in 2010 from $5.3 million in 2009. This increase was necessary to support the increase in minutes of use by our customers. In addition, our maintenance costs increased by $0.7 million due to a year-over-year increase in costs related to the equipment that hosts our CloudWorx CaaS Platform. Infrastructure costs decreased as a percentage of revenue from 7 percent in 2009 to 6 percent in 2010, as we were able to process the increase in minutes of use without having to make a proportional investment in our infrastructure.

Operations

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Operations	$	4,673	$	5,578	$	905		19	%

Operations expenses increased by $0.9 million, or 19 percent, to $5.6 million in 2010 from $4.7 million in 2009. This increase was primarily the result of a $0.8 million increase in costs related to personnel due to an increase in the headcount in our operations group. Operations expenses decreased as a percentage of revenue from 6 percent in 2009 to 5 percent in 2010, as we were able to increase our revenue without a proportional increase in our operations staff. Operations expenses included $31,000 in stock compensation expense in 2009 and $0.1 million in 2010.

Research and Development

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Research and development	$	3,567	$	4,069	$	502		14	%

Research and development expenses increased by $0.5 million, or 14 percent, to $4.1 million in 2010 from $3.6 million in 2009. This increase was primarily the result of a $0.4 million increase in costs related to personnel due to an increase in headcount as we expanded our product development efforts, in particular for our CloudCentral portal and other new and enhanced services for our enterprise customers. Research and development expenses decreased as a percentage of revenue from 5 percent in 2009 to 4 percent in 2010, notwithstanding an increase in research and development headcount, as a portion of research and development costs were capitalized. Capitalized software development costs increased from $0 in 2009 to $0.7 million in 2010. Research and development expenses included $49,000 in stock compensation expense in 2009 and $81,000 in 2010.

Sales and Marketing

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Sales and marketing	$	6,367	$	7,693	$	1,326		21	%

Table of Contents

Sales and marketing expenses increased by $1.3 million, or 21 percent, to $7.7 million in 2010 from $6.4 million in 2009. This increase was primarily the result of a $1.3 million increase in costs related to personnel due to an increase in headcount and a $0.5 million increase in sales commissions and sales agent fees due to the increase in revenue in 2010. These increases were offset by a $0.4 million decrease in contractor and consulting fees, as we hired more employees. Sales and marketing expenses decreased as a percentage of revenue from 8 percent in 2009 to 7 percent in 2010. Sales and marketing expenses included $0.1 million in stock compensation expense in 2009 and $0.2 million in 2010.

General and Administrative

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
General and administrative	$	4,568	$	5,547	$	979		21	%

General and administrative expenses increased by $1.0 million, or 21 percent in 2010 to $5.5 million from $4.6 million in 2009. This increase was primarily the result of an increase of $1.0 million in costs related to personnel due to an increase in headcount as we continued to invest in our administrative infrastructure in anticipation of future growth, $0.5 million for regulatory filings and related professional services and $0.1 million in recruiting costs. These increases were offset by decreases in bad debt expense of $0.6 million and legal costs of $0.3 million. The decrease in bad debt expense was due to larger provisions taken in 2009 for customers whose receivables became uncollectible in that year. General and administrative expenses decreased as a percentage of revenue from 6 percent in 2009 to 5 percent in 2010 due to a decrease in bad debt expense and an increase in revenue without a need for a proportionate increase in administrative staff. General and administrative expenses included $0.1 million in stock compensation expense in 2009 and $0.2 million in 2010.

Depreciation and Amortization

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Depreciation and amortization	$	2,373	$	3,719	$	1,346		57	%

Depreciation and amortization expenses increased by $1.3 million, or 57 percent in 2010 to $3.7 million from $2.4 million in 2009 primarily due to an increase in costs related to the equipment that hosts our CloudWorx CaaS Platform, as we added more capacity to address the increase in minutes of use and expansion of our customer base.

Interest Expense, Net

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Interest expense, net	$	1,488	$	2,614	$	1,126		76	%

Interest expense, net increased by $1.1 million, or 76 percent, in 2010 to $2.6 million from $1.5 million in 2009. This increase was primarily a result of additional borrowings under our equipment financing agreements and the amortization of debt discount and deferred financing fees on all our debt obligations.

Table of Contents

Change in Fair Value of Warrant Liabilities

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2009		2010		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Change in fair value of warrant liabilities	$	1,004	$	8,492	$	7,488		746	%

The change in fair value of warrant liabilities increased by $7.5 million to an expense of $8.5 million in 2010 from an expense of $1.0 million in 2009. The change was primarily due to the increase in the fair value of the stock underlying the warrants.

Year ended December 31, 2009 compared to the year ended December 31, 2008

Revenue

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Revenue	$	43,352	$	76,194	$	32,842		76	%

Our revenue increased by $32.8 million, or 76 percent, to $76.2 million in 2009 from $43.4 million in 2008. This increase primarily reflected a $17.3 million increase in revenue from our largest customer and $8.9 million from new customers in 2009. Revenue from our three largest customers represented 61 percent of our revenue in 2009 as compared to 56 percent in 2008.

Operating Expenses

Peering Partner Compensation

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Peering partner compensation	$	29,824	$	50,232	$	20,408		68	%

Our peering partner compensation costs increased by $20.4 million, or 68 percent, to $50.2 million in 2009 from $29.8 million in 2008 due to increased traffic over our CloudWorx CaaS Platform. Peering partner compensation decreased as a percentage of revenue from 69 percent in 2008 to 66 percent in 2009 primarily as a result of a more favorable revenue mix due to the composition of minutes in 2009.

Infrastructure Costs

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Infrastructure costs	$	2,987	$	5,265	$	2,278		76	%

Infrastructure costs increased by $2.3 million, or 76 percent, to $5.3 million in 2009 from $3.0 million in 2008. This increase was primarily the result of the increase in minutes of use by our customers. In addition, we maintained additional capacity during 2009 as we invested in additional infrastructure in anticipation of future growth. Infrastructure costs as a percentage of revenue was unchanged at 7 percent in 2008 and 2009, as the additional capacity was in line with the growth in minutes of use by our customers.

Table of Contents

Operations

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Operations	$	3,353	$	4,673	$	1,320		39	%

Operations expenses increased by $1.3 million, or 39 percent, to $4.7 million in 2009 from $3.4 million in 2008. This increase was primarily the result of a $1.1 million increase in costs related to personnel due to an increase in the headcount of our operations group and $0.2 million in fees paid to contractors due to the growth of our business in 2009. Operations expenses decreased as a percentage of revenue from 8 percent in 2008 to 6 percent in 2009 as we were able to increase our revenue without needing a proportionate increase in our operations staff. Operations expenses included $27,000 in stock compensation expense in 2008 and $31,000 in 2009.

Research and Development

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Research and development	$	2,447	$	3,567	$	1,120		46	%

Research and development expenses increased by $1.1 million, or 46 percent, to $3.6 million in 2009 from $2.4 million in 2008. This increase was primarily the result of a $1.3 million increase in costs related to personnel offset by a decrease of $0.3 million in contract employee costs, as we hired more personnel for our product development activities and reduced our reliance on outside services. We also expanded our research and development activities in 2009, as we began to develop new and enhanced services for our enterprise customers. Research and development expenses decreased as a percentage of revenue from 6 percent in 2008 to 5 percent in 2009, as we decreased our reliance on outside contractors. Research and development expenses included $16,000 in stock compensation expense in 2008 and $49,000 in 2009.

Sales and Marketing

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Sales and marketing	$	4,741	$	6,367	$	1,626		34	%

Sales and marketing expenses increased by $1.6 million, or 34 percent, to $6.4 million in 2009 from $4.7 million in 2008. This increase was primarily the result of an increase of $0.5 million in costs related to personnel, $0.2 million in recruiting fees, $0.1 million in sales commissions and $0.1 million in travel costs due to an increase in the number of sales and marketing employees in 2009. We also increased our marketing expenses by $0.1 million, and our consulting and contractor costs increased by $0.5 million due to the expansion of our operations in 2009. Sales and marketing expenses decreased as a percentage of revenue from 11 percent in 2008 to 8 percent in 2009 as we increased our revenue without a proportionate increase in our sales and marketing staff. Sales and marketing expenses included $0.2 million in stock compensation expense in 2008 and $0.1 million in 2009.

General and Administrative

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
General and administrative	$	2,177	$	4,568	$	2,391		110	%

Table of Contents

General and administrative expenses increased by $2.4 million, or 110 percent, to $4.6 million in 2009 from $2.2 million in 2008. This increase was primarily the result of an increase of $0.7 million in costs related to personnel due to higher headcount, $0.6 million in professional services primarily due to higher legal costs, $0.3 million in contractor and consulting expenses and $0.5 million in bad debt expense. Professional services and contractor and consulting costs increased, as we expanded our operations and entered into more contracts with customers and peering partners, as well as a higher level of business development activity. General and administrative expenses increased as a percentage of revenue from five percent in 2008 to six percent in 2009 due to an increase in bad debt expense and an increase in administrative staff. General and administrative expenses included $91,000 in stock compensation expense in 2008 and $0.1 million in 2009.

Depreciation and Amortization

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Depreciation and amortization	$	1,852	$	2,373	$	521		28	%

Depreciation and amortization expenses increased by $0.5 million, or 28 percent, to $2.4 million in 2009 from $1.9 million in 2008. This increase was due to additional costs related to the equipment that hosts our CloudWorx CaaS Platform, as we added more capacity to address the increased traffic and expansion of our customer base.

Interest Expense, Net

	Year Ended December 31,

	Year Ended December 31,				Increase/ (Decrease)		% Increase/ (Decrease)
	2008		2009		Increase/ (Decrease)		% Increase/ (Decrease)
	(in thousands, except for percentages)
Interest expense, net	$	1,274	$	1,488	$	214		17	%

Interest expense, net increased by $0.2 million, or 17 percent, to $1.5 million in 2009 from $1.3 million in 2008. This change was primarily a result of an increase in interest expense from our equipment financings in 2009. This increase was offset by a non-recurring $0.5 million beneficial conversion charge from the conversion of $2.1 million in convertible promissory notes and related accrued interest into our Series C convertible preferred stock in October 2008 at a discount.

Change in Fair Value of Warrant Liabilities

	Year Ended December 31,

	Year Ended December 31,					Increase/ (Decrease)			% Increase/ (Decrease)
	2008		2009			Increase/ (Decrease)			% Increase/ (Decrease)
	(in thousands, except for percentages)
Change in fair value of warrant liabilities	$	163	$	(1,004	)	$	(1,167	)		(716	)%

The fair value of warrant liabilities changed by $1.2 million to an expense of $1.0 million in 2009 from a gain of $0.1 million in 2008. This change was primarily due to an increase in the fair value of the stock underlying the warrants.

Table of Contents

Quarterly Results of Operations

The following table sets forth our unaudited quarterly statement of operations data for each of the eight quarters in the period ended December 31, 2010. The data below has been prepared on the same basis as the audited financial statements included elsewhere in this prospectus, and, in management's opinion, reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.

		Three Months Ended

		Mar 31, 2009			June 30, 2009			Sept 30, 2009			Dec 31, 2009			Mar 31, 2010			June 30, 2010			Sept 30, 2010			Dec 31, 2010
		(in thousands) (unaudited)
Revenue		$	14,783		$	17,544		$	21,138		$	22,729		$	22,697		$	28,419		$	29,329		$	31,104
Operating expenses:
	Peering partner compensation		9,446			11,353			14,132			15,301			15,949			19,949			20,952			21,970
	Infrastructure costs		992			1,340			1,552			1,381			1,471			1,434			1,681			2,050
	Operations(1)		1,197			1,138			1,246			1,092			1,311			1,419			1,451			1,397
	Research and development(1)		834			932			968			833			1,005			1,011			1,026			1,027
	Sales and marketing(1)		1,766			1,455			1,641			1,505			1,547			1,976			2,113			2,057
	General and administrative(1)		1,141			1,277			1,049			1,101			1,361			1,365			1,451			1,370
	Depreciation and amortization		481			564			641			687			774			827			1,026			1,092

Total operating expenses			15,857			18,059			21,229			21,900			23,418			27,981			29,700			30,963

Income (loss) from operations			(1,074	)		(515	)		(91	)		829			(721	)		438			(371	)		141
Interest expense, net			(225	)		(426	)		(381	)		(456	)		(491	)		(602	)		(749	)		(772	)
Change in fair value of warrant liabilities			(459	)		1			7			(553	)		(2,740	)		(839	)		(1,681	)		(3,232	)

Net loss			$(1,758	)		$(940	)		$(465	)		$(180	)		$(3,952	)		$(1,003	)		$(2,801	)		$(3,863	)

(1): Includes stock-based compensation expense as follows:

	Three Months Ended

	Mar 31, 2009		June 30, 2009		Sept 30, 2009		Dec 31, 2009		Mar 31, 2010		June 30, 2010		Sept 30, 2010		Dec 31, 2010
	(in thousands)
Operations		$9		$7		$7		$8		$32		$33		$35		$44
Research and development		10		11		14		14		17		19		20		25
Sales and marketing		31		19		19		42		15		34		50		53
General and administrative		26		26		27		27		39		57		42		49

Total stock-based compensation		$76		$63		$67		$91		$103		$143		$147		$171

Quarterly Trends

Revenue continued to increase over each quarter in 2009 and 2010, except for the quarter ended March 31, 2010, when revenue decreased by $32,000 resulting from a more favorable mix of higher-priced minutes from one significant customer in the quarter ended December 31, 2009 compared to the quarter ended March 31, 2010. Revenue in each quarter is impacted by the weighted number of business days in the quarter.

Peering partner compensation increased over each quarter in 2009 and 2010 due to increased traffic over our CloudWorx CaaS Platform.

Infrastructure costs increased beginning in the second quarter of 2009 as we added capacity for the delivery of higher traffic levels, and then remained consistent until the latter part of 2010 when we again expanded our capacity for the anticipated increase in minutes of use and maintenance costs due to our purchases of more equipment in 2010.

Table of Contents

Operations, research and development, sales and marketing, and general and administrative expenses increased in 2009 and 2010 primarily due to the addition of personnel in connection with the expansion of our business.

Depreciation and amortization expense increased quarter over quarter in 2009 and 2010 due to an increase in our purchases of equipment as we added more capacity to address the increased traffic over our CloudWorx CaaS Platform.

Interest expense varied from quarter to quarter due to increased borrowings under our equipment financing arrangements and a loan modification in the quarter ended March 31, 2010.

Change in fair value of warrants was impacted by changes in the valuation of our stock which did not change significantly in the quarters ended June 30, 2009 and September 30, 2009, and then continued to increase in subsequent quarters as the estimated fair value of our stock increased.

Net loss decreased from the quarter ended March 31, 2009 through the quarter ended December 31, 2009 as we continued to benefit from higher income from operations. Our net loss in the quarters ended March 31 and June 30, 2010 varied significantly primarily due to higher charges for the change in fair value of warrant liabilities.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily with proceeds from issuances of common stock, convertible preferred stock, convertible promissory notes and debt facilities. From inception to December 31, 2010, we raised an aggregate of $36.1 million from the sale of our convertible preferred stock, including amounts received from the issuance of convertible promissory notes. We have also funded purchases of equipment with proceeds from our long-term debt.

Our debt agreements contain certain affirmative and negative covenants, including restrictions with respect to payment of cash dividends, merger or consolidation, changes in the nature of our business, disposal of assets and obtaining additional loans. Our debt agreements also contain certain financial covenants and cross-default provisions whereby a default, including a violation of covenants, under the terms of one agreement would result in a default under another agreement. As of December 31, 2010, we were in compliance with our debt covenants in all material respects. Our debt agreements are collateralized by all of our assets. In the event we fail to comply with our debt covenants, the amounts outstanding under our debt agreements would become due and payable absent a waiver by our lenders, which could materially and adversely affect our liquidity.

We have incurred recurring operating losses since inception and have negative working capital of $3.5 million, an accumulated deficit of $36.6 million and a total stockholders' deficit of $32.9 million as of December 31, 2010. We believe our existing cash and cash equivalents combined with the amounts available under our debt facilities, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

We currently expect to continue to finance operations with a combination of cash provided by operations and debt arrangements. However, there can be no assurance that additional funding will be available to us on acceptable terms on a timely basis, if at all, or that we will generate sufficient cash from operations to adequately fund our operating needs or ultimately achieve profitability. If we are unable to raise additional capital to fund our operations, we will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on our ability to execute on our business plans.

Table of Contents

Cash Flows

The following summary of our cash flows is for the periods indicated, and has been derived from our financial statements which are included elsewhere in this prospectus:

	Year Ended December 31,

	2008			2009			2010
Cash provided by (used in) operating activities		$(5,577	)		$3,166			$4,676
Cash used in investing activities		$(4,380	)		$(10,343	)		$(11,706	)
Cash provided by financing activities		$19,778			$5,547			$6,055

Cash Flows from Operating Activities

Our primary uses of cash from operating activities have been for personnel related expenditures, product development and costs related to our facilities. Our cash flows from operating activities will continue to be affected principally by our working capital requirements and the extent to which we increase spending on personnel as our business grows. Our largest source of operating cash flows is cash collections from our customers. We generally bill our customers on a monthly or weekly basis with payment due within 30 or 15 days. We have similar payment terms with our peering partners.

Cash used in operating activities of $5.6 million in 2008 reflected a net loss of $5.1 million, partially offset by non-cash interest of $0.6 million primarily related to the discount on the conversion of promissory notes into Series C convertible preferred stock. The increase in our net operating assets and liabilities was primarily a result of an increase of $6.0 million in accounts receivable due to the increase in revenue in the latter part of 2010 partially offset by an increase of $2.4 million in accounts payable as we expanded our business.

Cash provided by operating activities of $3.2 million in 2009 reflected a net loss of $3.3 million, partially offset by non-cash charges of $2.4 million for depreciation and amortization and $1.0 million related to our warrants as a result of the issuance of additional warrants and an increase in the fair value of the stock underlying these warrants. The increase in our net operating assets and liabilities was primarily a result of an increase of $4.3 million in accounts payable and accrued liabilities as our business grew, offset by an increase of $2.6 million on our accounts receivable balances, primarily due to the increase in revenue year over year and the timing of when we collect on the receivables.

Cash provided by operating activities of $4.7 million in 2010 reflected a net loss of $11.6 million, offset by aggregate non-cash charges of $12.2 million due to depreciation expenses and the change in fair value of warrant liabilities and an increase of $2.6 million in our net operating assets and liabilities. This increase in our net operating assets and liabilities was primarily a result of an increase of $5.6 million in accounts payable and accrued liabilities offset by an increase in our accounts receivable balances of $2.4 million which was primarily due to the increase in revenue year over year and the timing of when we collected on the receivables. As we have grown our business, we have been able to obtain more favorable payment terms from our customers and peering partners.

Cash Flows from Investing Activities

Our investing activities have consisted primarily of capital expenditures to purchase equipment that hosts our CloudWorx CaaS Platform and to a lesser degree purchase of intangible assets. We have historically made investments each year for the acquisition of additional equipment to support our current and anticipated revenue growth and expect to continue to do so in the future.

In 2008, cash used in investing activities was $4.4 million as a result of our capital expenditures.

In 2009, cash used in investing activities was $10.3 million as a result of $9.9 million in capital expenditures and $0.5 million for the purchase of intangible assets.

Table of Contents

In 2010, cash used in investing activities was $11.7 million as a result of $10.4 million in capital expenditures and $1.5 million for the purchase of intangible assets, including the capitalization of our CloudCentral portal costs.

Cash Flows from Financing Activities

To date, we have financed our operations primarily with proceeds from the sale of convertible preferred stock and debt facilities. As of December 31, 2010, we had outstanding debt of $18.7 million.

In 2008, cash provided by financing activities was $19.8 million, primarily as a result of $16.2 million of net proceeds from the issuance of our Series C convertible preferred stock and net borrowings of $3.6 million from an equipment loan facility that we entered into in 2007.

In 2009, cash provided by financing activities was $5.5 million, primarily as a result of the receipt of $9.6 million from equipment loan facilities that we entered into in 2007 and 2009, offset by repayments on our debt of $4.1 million.

In 2010, cash provided by financing activities was $6.1 million, primarily as a result of the receipt of $10.2 million from equipment loan facilities and a loan and security agreement that we entered into in 2010, offset by repayments on our debt of $4.1 million.

Contractual Obligations

The following summarizes our contractual obligations as of December 31, 2010:

	Payments Due by Period

Contractual Obligations:	Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years		Total
	(in thousands)
Long-term debt obligations, including current portion(1)	$	10,990	$	9,555	$	—	$	—	$	20,545
Capital lease obligation		131		393		77		—		601
Operating lease obligations(2)		1,704		517		—		—		2,221
Purchase commitments		4,500		—		—		—		4,500

Total	$	17,325	$	10,465	$	77	$	—	$	27,867

(1): Long-term debt includes $18.2 million in principal and $2.3 million in accrued interest under the equipment financing agreements entered into in 2007 and 2009 and a loan and security agreement entered into in 2010.
(2): Operating lease agreements represent our obligation to make payments under our non-cancelable lease agreements for office facilities and telecommunications equipment.

Off-Balance Sheet Arrangements

As of December 31, 2010, we did not have any off-balance sheet arrangement and we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily include risk related to interest rate sensitivities.

We had cash and cash equivalents of $10.1 million and $9.2 million as of December 31, 2009 and 2010. These amounts were held primarily in cash deposits and money market funds and have been held

Table of Contents

for working capital purposes. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of the interest rates in the United States. Due to the short-term nature of these instruments, a sudden change in market interest rates would not be expected to have a material impact on our financial condition or our results of operations.

We had long-term debt of $12.0 million and $18.7 million at December 31, 2009 and 2010 consisting of our outstanding obligations under our equipment financing arrangements, capital lease obligation, and the loan and security agreement that we entered into in May 2010. Our obligations under the equipment financing arrangements are fixed and are not subject to fluctuations. During the year ended December 31, 2010, a 10 percent increase or decrease in the prime rate would not have had a material impact on our interest expense.

To the extent that in the future we enter into other long-term debt arrangements, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operations.

Critical Accounting Policies

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, operating expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are reasonably likely to occur from period-to-period. Accordingly, actual results could differ significantly from the estimates made by our management. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates.

Revenue Recognition

We recognize revenue when all of the following have occurred: (1) we have entered into a legally binding arrangement; (2) services have been rendered; (3) payment is deemed fixed or determinable; and (4) collection is probable. The sales prices for our services are typically considered to be fixed or determinable at the inception of an arrangement.

Our revenue is primarily derived from customer usage of our CloudWorx CaaS Platform on a minute of use basis. We recognize revenue based upon documented minutes of traffic over our CloudWorx CaaS Platform at the time of customer usage. The rates we charge per minute are determined by contracts between us and our customers and are subject to periodic changes.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. When we are aware of circumstances that may impair a specific customer's ability to meet its financial obligations, we provide a specific allowance against the amounts due and thereby reduce the net receivable to the amount we believe will be collected. For all other customers, we base the amount of our allowance on our historical experience, current economic trends, and an analysis of our aged outstanding accounts receivable balances. If the financial condition of a customer deteriorates, resulting in additional risk in their ability to make payments to us, then additional allowances may be required which would result in an additional expense in the period that determination is made.

Table of Contents

Stock-Based Compensation

We recognize compensation costs related to stock options granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards.

The fair value of the option awards during the years ended December 31, 2008, 2009 and 2010 was calculated using the Black-Scholes option valuation model with the following assumptions:

	Year Ended December 31,

	2008		2009		2010
Expected term (in years)		6.25		6.25		6.25
Risk-free interest rate		2.6%-4.1%		2.6%-3.8%		1.7%-2.6%
Expected volatility		42-52%		52%		52%
Expected dividend rate		0%		0%		0%

The Black-Scholes model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards. These assumptions include:

Expected Term. The expected term represents the period that our share-based awards are expected to be outstanding and was primarily determined using the simplified method in accordance with guidance provided by the SEC. For option grants considered to be on standard terms, the simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. For awards not considered on standard terms, the expected term is based on the historical option exercise behavior of our employees and posting-vesting cancellations.

Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to each award's expected term.

Expected Volatility. The expected volatility is derived from historical volatilities of several unrelated public companies within the telecommunications services and Software-as-a-Service, or SaaS, industries that are deemed to be comparable to our business because we have limited information on the volatility of our common stock since we have no trading history. When making the selections of our industry peer companies to be used in the volatility calculation, we considered the size, operational and economic similarities to our principal business operations.

Expected Dividend. The expected dividend was assumed to be zero as we have never paid dividends and have no current plans to do so.

In addition to assumptions used in the Black-Scholes option-pricing model, we must also estimate a forfeiture rate to calculate the stock-based compensation for our awards. Our forfeiture rate is based on an analysis of our actual historical forfeitures. We will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Quarterly changes in the estimated forfeiture rate can have a significant impact on our stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a decrease to the stock-based compensation expense recognized in the financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase to the stock-based compensation expense recognized in the financial statements.

Table of Contents

We will continue to use judgment in evaluating the expected term, expected volatility and forfeiture rate related to our own stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may have refinements to the estimates of our expected volatility, expected terms and forfeiture rates, which could materially impact our future stock-based compensation expense.

We are also required to estimate the fair value of the common stock underlying our stock-based awards when performing the fair value calculations with the Black-Scholes option-pricing model. The fair values of the common stock underlying our stock-based awards were estimated on each grant date by our board of directors, with input from management. Our board of directors has historically been comprised of a majority of non-employee directors with significant experience in various industries including the telecommunications, software, and technology sectors. We believe that our board of directors has the relevant experience and expertise to determine a fair value of our common stock on each respective grant date. Given the absence of a public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including:

•: contemporaneous and retrospective valuations performed by unrelated third party specialists;
•: prices for our convertible preferred stock sold to outside investors in arm's-length transactions;
•: rights, preferences and privileges of our convertible preferred stock relative to those of our common stock;
•: actual operating and financial performance;
•: hiring of key personnel and the experience of our management;
•: risks inherent in the development and deployment of our products and services;
•: likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our company given prevailing market conditions and the nature and history of our business;
•: market value of a comparable group of public companies;
•: illiquidity of stock-based awards involving securities in a private company;
•: industry information such as market size and growth; and
•: macroeconomic conditions.

Since March 2010, we have used the Probability-Weighted Expected Return Method, or PWERM, to estimate the fair value of our common and preferred stock. This valuation method was considered to be most appropriate given the status of our business and the anticipated liquidity events. Under the PWERM method, management assigned probabilities and timing estimates to potential liquidity events for our business based on a variety of factors, including primarily our recent operating history, the amount of cash held by us, and our business outlook. Three principal scenarios were examined: a merger or acquisition, or M&A, scenario; an initial public offering, or IPO, scenario; and a scenario in which the company continues to operate as a private entity. For each valuation date, we prepared a financial forecast to be used in the computation of the enterprise value. The financial forecasts took into account our past experience and future expectations.

To arrive at a value for common shares under the M&A scenario and the IPO scenario, the Guideline Public Company Method was used to estimate our enterprise value at the time of the respective anticipated liquidity event. The Guideline Public Company Method estimates the fair value

Table of Contents

of a company by applying to that company market revenue multiples of publicly traded companies in similar lines of business. When choosing the comparable companies to be used for the Guideline Public Company Method, we focused on companies in the telecommunication services and SaaS industries. Some of the specific criteria we used to select and analyze comparable companies within our industry included the business description, business size, projected growth, financial condition, and historical operating results. We analyzed the business and financial profiles of the selected companies for relative similarity to us, and once such differences and similarities were determined and proper adjustments were made, we selected an appropriate enterprise value revenue multiple. This revenue multiple was applied to the trailing twelve months' revenue at the time of the anticipated future liquidity event to arrive at our anticipated enterprise value and total stockholder value at the time of the respective liquidity event. The total stockholder value was then allocated among share classes based on the amount of liquidation preferences (or, in the case of the IPO scenario, the conversion ratios of each of the preferred shares), and the resulting equity values were discounted to the present using a discount rate which accounted for the market cost of capital and risk.

We also used a Guideline Public Company Method to estimate our enterprise value under the continuing to operate as a private entity scenario. As our business continued to grow, and developing multi-year forecasts became possible, starting on December 31, 2010, we supplemented the Guideline Public Company Method of estimating our enterprise value under the continuing to operate as a private entity scenario with a Discounted Cash Flow approach. Under the Discounted Cash Flow approach, we analyzed the forecast of our expected future financial performance, and discounted those to a present value using an appropriate discount rate which reflected our then-current cost of capital. We weighted the enterprise values and total stockholder values determined by the Guideline Public Company Method and the Discounted Cash Flow approach to arrive at a single total stockholder value for the continuing to operate as a private entity scenario. Once we arrived at an enterprise value under the continuing to operate as a private entity scenario, we apportioned this total stockholder value to the various share classes, based on their respective liquidation preferences to arrive at a value for the common shares under the continuing to operate as a private entity scenario. Next, we applied a marketability discount to reflect the fact that our common stockholders were unable to liquidate their holdings at will, or possibly at all, which resulted in a value for the common shares under the continuing to operate as a private entity scenario. Lastly, we probability-weighted the common stockholder values under each of the scenarios to arrive at an indication of value for our common equity.

Information regarding stock option grants to our employees since January 1, 2010 is summarized as follows:

Grant Date		Exercise Price		Fair Value Per Share of Common Stock		Aggregate Grant Date Fair Value

May 7, 2010	692,500	$	1.70	$	1.70	$	620,000
June 24, 2010	82,500		1.70		1.70		73,000
September 23, 2010	147,500		2.02		2.02		153,000
October 27, 2010	67,500		2.57		2.57		89,000

The intrinsic value of all outstanding options as of December 31, 2010 was $ million based on the estimated fair value for our common stock of $ per share, the mid-point of the estimated price range set forth on the cover of this prospectus.

The factors described above were considered by our board of directors each time it determined the fair value of our common stock. No single event caused the valuation of our common stock to increase or decrease through December 31, 2010. Instead, a combination of the factors described below in each period led to the changes in the fair value of the underlying common stock. The following additional

Table of Contents

factors had particular relevance in connection with the board of directors' determination during each of the following periods:

March 31, 2010 to June 29, 2010: $1.70 per common share fair value

•: general, albeit slow, improvement in the economic environment, and a slight increase in the multiples of the peer guideline public companies;
•: continued growth in our revenue, and stable operating margins;
•: our updated liquidity scenarios, which reflected the possibility of a liquidity event in the year to year-and-a-half horizon; and
•: the most recent independent contemporaneous valuation report as of March 31, 2010.

June 30, 2010 to September 29, 2010: $2.02 per common share fair value

•: decline in the overall economic environment, and a corresponding decline in the valuation of our peer guideline public companies;
•: continued growth in our revenue, and stable operating margins;
•: our updated liquidity scenarios which reflected a slight increase in the possibility of a liquidity event in the year to year and a half horizon; and
•: the most recent independent contemporaneous valuation report as of June 30, 2010.

September 30, 2010 to December 30, 2010: $2.57 per common share fair value

•: slight improvement in the overall economic environment, and a corresponding slight improvement in the valuation of our peer guideline public companies;
•: continued growth in our revenue, and continued operating margin stability;
•: our updated liquidity scenarios which reflected a one quarter delay in the timing of a liquidity event; and
•: the most recent independent contemporaneous valuation report as of September 30, 2010.

December 31, 2010 to March 30, 2011: $3.52 per common share fair value

•: improvement in the overall economic environment, and a corresponding improvement in the valuation of our peer guideline public companies;
•: continued growth in our revenue, and continued operating margin stability;
•: our updated liquidity scenarios which reflected a delay in the timing of a liquidity event to the end of 2011; and
•: the most recent independent contemporaneous valuation report as of December 31, 2010.

Table of Contents

Our calculations are sensitive to highly subjective assumptions that we were required to make at each valuation date relating to an appropriate present value discount rate. The following table summarizes these assumptions at the end of each quarter since March 31, 2010:

Valuation Date

March 31, 2010	29.0	%
June 30, 2010	28.5	%
September 30, 2010	29.0	%
December 31, 2010	29.0	%

Our present value discount rate was determined using a Capital Asset Pricing Model, or CAPM. The discount rate was based on an analysis of comparable companies in the telecommunications services and SaaS industries. We also compared the results of the CAPM discount rate to discount rates published in various studies of venture capital required rates of return for investments in companies of an equivalent stage of development.

Determining the fair market value of our common stock involves complex and subjective judgments including estimates of revenue, assumed market growth rates and estimated costs, as well as appropriate discount rates. At the time of each valuation, the significant estimates used in the discounted cash flow approach included estimates of our revenue and revenue growth rates for several years into the future. Although each time we prepared such forecasts for use in the preparation of a valuation report, we did so based on assumptions that we believed to be reasonable and appropriate, there can be no assurance that any such estimates for earlier periods or for future periods will prove to be accurate. There is also significant volatility in the telecommunications services and SaaS industries. Our valuations incorporate the volatility in the markets based on the Guideline Public Company Method described above. We also experience fluctuations in our own financial forecasts on a quarter-to-quarter basis which impacts the related valuations.

Our stock-based compensation expense for awards granted is as follows (in thousands):

	Year Ended December 31,

	2008		2009		2010
Operations	$	27	$	31	$	144
Research and development		16		49		81
Sales and marketing		185		111		153
General and administrative		91		106		186

Total stock-based compensation	$	319	$	297	$	564

As of December 31, 2010 we had $1.3 million of unrecognized stock-based compensation expense, net of estimated forfeitures, that is expected to be recognized over a weighted average period of 1.5 years. In future periods, our stock-based compensation expense is expected to increase as a result of our existing unrecognized stock-based compensation to be recognized as these awards vest and as we issue additional stock-based awards to attract and retain employees.

Liability Associated with Warrants to Purchase Convertible Preferred Stock and Common Stock

Freestanding warrants to purchase shares of our convertible preferred stock are classified as liabilities on our balance sheets at fair value because the warrants may conditionally obligate us to redeem the underlying convertible preferred stock at some point in the future. Certain freestanding

Table of Contents

warrants to purchase shares of our common stock are also classified as liabilities on our balance sheets at fair value because those warrants have price protection features.

These convertible preferred stock and common stock warrants are subject to remeasurement at each balance sheet date, and any change in fair value is recognized as change in fair value of warrant liabilities in the statements of operations. We estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option-pricing model and incorporating considerations of the potential value associated with price protection features. We use assumptions to estimate the fair value of these warrants including the remaining contractual terms of the warrants, risk-free interest rates, expected dividend yields and the expected volatility of the underlying stock. These assumptions are subjective and the fair value of these warrants could have differed significantly had we used different assumptions.

We will continue to record adjustments to the fair value of the convertible preferred stock warrants until they are exercised, expire or, upon the closing of an initial public offering, when they become warrants to purchase shares of our common stock, at which time the warrants will no longer be accounted for as a liability. At that time, the then-current aggregate fair value of these warrants will be reclassified from non-current liabilities to additional paid-in capital, a component of stockholders' equity, and we will cease to record any related periodic changes in fair value. The common stock warrants with price protection features will continue to be classified as a liability and will be remeasured until they are exercised or expire.

Recoverability of Intangible Assets

Intangible assets on our balance sheets consist primarily of capitalized costs to acquire and develop trademarks, patents, our CloudCentral portal and regulatory licenses to operate as a telecommunications company. The trademarks and regulatory licenses have no expiration date and thus are classified as indefinite lived intangible assets on our balance sheets. As of December 31, 2010, we had $0.9 million in indefinite-lived intangible assets.

Our capitalized portal development costs and capitalized patent have an economic useful life and/or expire after a specified period of time and thus are classified as finite-lived intangible assets on our balance sheets. Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated economic life of the assets. For the CloudCentral portal, the amortization period is seven years. For capitalized patent assets, the amortization period is the term of the patent, generally 14 years, or the estimated economic life if deemed to be shorter. As of December 31, 2010, we had $1.1 million of finite-lived intangible assets on our balance sheets.

For our indefinite-lived intangible assets, we conduct a long-lived asset impairment analysis on an annual basis and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We perform our annual impairment test in the third quarter of each year. Factors we consider important which could cause us to assess potential impairment include significant changes in the manner of our use of the asset or the strategy for our overall business and significant negative industry or economic trends. An impairment loss is recorded when the carrying amount of the indefinite-lived asset is not recoverable and exceeds its fair value. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results. Our ability to utilize the assets in growing our business, as well as the market value of our company are variables considered in evaluating if impairment has occurred. These variables require management judgment and include inherent uncertainties such as customer acceptance of our value proposition, our ability to manage operating costs and growing our business, as well as the impact of technology changes in our business.

Table of Contents

A variation in the assumptions used could lead to a different conclusion regarding the realizability of an asset and, thus, could have a significant effect on our conclusions regarding whether an asset is impaired and the amount of impairment loss recorded in our financial statements. We have used a replacement cost approach to determine the fair value of regulatory licenses for the purpose of conducting an impairment test. This approach implies that the opportunity cost represents the foregone cash flows during the period it takes to obtain or create the asset, as compared to the cash flows that would be earned if the intangible asset was on hand today. We have not recognized an impairment charge in our statements of operations on our indefinite-lived intangible assets in 2008, 2009 and 2010.

We periodically review our finite-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to their estimated fair values. Fair value is estimated based on discounted future cash flows. We have not recognized an impairment charge in our statement of operations on our finite-lived intangible assets in 2008, 2009 and 2010.

Reserve for Peering Partner Disputes

When applicable, we record a charge to peering partner compensation and a corresponding increase to our reserve for disputes based on our estimate of the amount that will eventually be payable. If we subsequently determine that the disputed amounts will be settled for an amount different than the amount which we originally accrued, we will recognize the difference as an adjustment to peering partner compensation. We believe that our procedures are designed to properly assess dispute accruals, however, changes to the estimates used in its calculation could result in a material impact on our statement of operations.

Income Taxes

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income that are based on assumptions that are consistent with our future plans. As of December 31, 2009 and 2010, we have recorded a full valuation allowance on our net deferred tax assets due to uncertainties related to our ability to utilize our deferred tax assets in the foreseeable future. These deferred tax assets primarily consist of certain net operating loss carryforwards. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted.

Since inception, we have incurred operating losses, and, thus, we have not recorded a provision for income taxes for any of the periods presented for income tax. Accordingly, there have not been significant changes to our provision for income taxes during 2008, 2009 or 2010, and we do not expect any significant changes until we are no longer incurring losses.

As of December 31, 2010, we had federal net operating loss carryforwards of $26.8 million and state net operating loss carryforwards of $15.2 million. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. If not utilized, the federal net operating loss and tax credit carryforwards will expire beginning in 2023 and the state net operating loss will begin expiring in 2024. Utilization of these net operating losses and credit carryforwards may be subject to an annual limitation due to applicable provisions of the Internal Revenue Code of 1986, as amended, and state and local tax laws if we have experienced an "ownership change" in the past, or if an ownership change occurs in the future, including, for example, as a result of the shares issued in this offering aggregated with certain other sales of our stock before or after this offering.

Table of Contents

Recent Accounting Pronouncements

Fair Value Measurements

Effective January 1, 2010, we adopted new authoritative guidance on fair value measurements and disclosures. The new guidance requires additional disclosures regarding fair value measurements, amends disclosures about postretirement benefit plan assets, and provides clarification regarding the level of disaggregation of fair value disclosures by investment class. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for certain Level 3 activity disclosure requirements that will be effective for reporting periods beginning after December 15, 2010. Accordingly, we adopted this new guidance beginning January 1, 2010, except for the additional Level 3 requirements, which will be adopted in 2011. Level 3 assets and liabilities are those whose fair value inputs are unobservable and reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The adoption of this guidance did not have a material impact on our financial statements in 2010 and is not expected to have a material impact on our financial statements in 2011.

Table of Contents

BUSINESS

Overview

The global telecommunications industry is undergoing a shift to next-generation IP-based communication technologies from legacy telephone networks. This transition is being driven by the widespread availability of broadband Internet connectivity and the emergence of cloud-based infrastructures and on-demand service delivery models such as Software as a Service, or SaaS. We believe these trends, along with the inability of legacy infrastructures to support user demand for next-generation multimodal communications services, have created an opportunity and a need for a flexible and high-quality cloud-based communications platform.

•: our software-based Media Peering Grid service, providing any-to-any connection capabilities and allowing service providers and enterprises to cost-effectively interconnect, transport and transact communications traffic, at a rate of more than 20 billion minutes annually based on our traffic in the first quarter of 2011;
•: our SuperRegistry directory, currently containing more than 400 million telephone numbers and end-point identifying addresses for wireless, wireline and other communication devices, enabling intelligent routing of communications traffic over our Media Peering Grid service; and
•: our AppWorx open and secure communications application development environment, which includes a complete set of application programming interfaces, or APIs, developer tools, documentation and reference applications for building full-featured, rich-media applications that leverage our Media Peering Grid service and our SuperRegistry directory.

These three layers are fully integrated to allow simplified delivery of enhanced voice and rich-media services connecting through the industry-standard Session Initiation Protocol, or SIP, to IP devices and enabling connectivity to traditional non-IP communication devices, such as legacy telephones. Our software-based platform scales easily without requiring significant additional capital expenditures to create and implement new services for new and existing customers and provides significant benefits versus traditional neutral and direct interconnection arrangements.

Our CloudWorx CaaS Platform is used by service provider customers, such as Sprint and Qwest and enterprise customers, as well as our channel partners delivering communications services to enterprises using equipment and software supplied by technology partners such as Microsoft, Cisco, Avaya and Siemens. Service providers rely on our solutions to respond to the rapidly changing demands from their customers for high-quality multimodal communications through a variety of media and devices. Our platform allows service providers to eliminate or significantly reduce their dependency on the higher cost legacy networks by avoiding those networks and directly delivering their communications traffic to other service providers' end-points through our CloudWorx CaaS Platform services. Enterprise customers use our solutions to provide the connectivity necessary to support next-generation communication services, such as unified communications, or UC, platforms that can be

Table of Contents

used by businesses to embed a full suite of IP-based applications into their daily communications, including VoIP, email, instant messaging, collaboration and video conferencing, as well as advanced contact center communications.

We believe that our cloud-based architecture, the scale of our proprietary, multi-layer fully-integrated CloudWorx CaaS Platform, and the network effects arising out of the breadth of our relationships with service provider customers, enterprise customers and channel partners, provide us with a significant competitive advantage.

For 2008, 2009 and 2010 our total revenue was $43.4 million, $76.2 million and $111.5 million, representing year-over-year organic growth rates of 57 percent, 76 percent and 46 percent, respectively.

Industry

Overview

Despite significant developments in communications technology, the basic public telephone system, which is known as the Public Switched Telephone Network, or PSTN, continues to rely on legacy networks using many of the same techniques that have been used for decades to connect one voice caller to another. The PSTN is comprised of numerous local and long distance service providers that interconnect through hops and switches within their networks and often across networks of other service providers to form a circuit and connect a call. This structure requires coordination across service providers and creates significant costs, including transit charges and other payments to intermediate service providers. In addition, the transit of communications across multiple service providers can degrade voice quality and reduce reliability. This structure also lacks flexibility to support multimodal communications and creates obstacles to the introduction of new forms of communications services and applications.

The graphic below illustrates how a call from one end-user must pass through multiple connections and service providers to be routed to another end-user over the traditional PSTN.

Legacy service provider PSTN architecture

Table of Contents

The increasing availability of broadband Internet connections continues to drive the growth of next-generation communications services, devices and content. This growth has led to the development of the SIP protocol to provide a uniform standard for controlling multimedia communications sessions among IP networks, unified communications systems and end-user communications devices. Infrastructure investments in, and widespread availability of, broadband Internet connections have led to increased adoption of unified communications systems, offering more advanced features such as VoIP, email, instant messaging, collaboration and video conferencing as well as the ability to combine different forms of multimodal communications such as voice and video. SIP-based communications enable substantial cost savings, operating flexibility and features relative to traditional telephony. However, due to the lack of an end-to-end SIP-based communications platform, the legacy PSTN has had to serve as a bridge for traffic between and among VoIP and other SIP networks as well as for connections to non-IP-based networks and end-point devices thus losing the advantages of SIP. This legacy PSTN infrastructure has become increasingly difficult to support as service providers balance the need to upgrade networks and introduce new communications services for their enterprise customers, wireless communication and application users and consumers demanding multimodal connectivity, with the goal of reducing operating costs and capital expenditures. Without the ability to keep communications traffic on an end-to-end connection over IP, it is challenging for service providers to achieve the operational and financial benefits associated with the adoption of all-IP protocols, such as SIP, and to support enterprises and consumers that are increasingly demanding higher quality, multimodal communications solutions to ensure consistent features and interoperability across such applications.

Reliance on legacy PSTN network

Table of Contents

Limitations of traditional approaches

•: Lack of support for software-based communications and rich media applications. The legacy PSTN infrastructure was not designed to support the high-bandwidth and feature-rich requirements of unified communications and software-based rich media applications, such as video conferencing, SMS, instant messaging and collaboration using SIP and IP-based devices. In addition, legacy approaches lack an open and secure application development environment with APIs, which further inhibits the development, distribution, access and integration of full-featured rich-media applications that can take full advantage of IP-based communications.
•: Higher capital costs. The legacy PSTN infrastructure is characterized by limited functionality, fixed capacity cost and significant physical infrastructure requirements. Most service providers and enterprises maintain separate networks for IP-related communications and traditional voice transport through dedicated circuits, resulting in additional infrastructure costs. The legacy PSTN's hierarchical architecture requires switches to be housed in multiple regional and local physical facilities, resulting in high initial capital expenditures. In addition, service providers using the PSTN must install switches and other infrastructure sufficient to handle the full volume of potential usage and do not have the capability to scale up or down on demand, thereby resulting in underutilized capacity and inefficient capital investment.
•: Higher operating costs. The legacy PSTN infrastructure architecture uses hardware-based, circuit-intensive networks that require ongoing maintenance and higher operating costs. In addition, due to the multiple regional and local physical facilities required by legacy service providers' hierarchical architecture, the operating costs of the circuits connecting these facilities significantly add to the network operating costs. These maintenance and operating costs, along with the lengthy activation periods associated with legacy PSTN infrastructures erode the potential operating cost benefits that could be obtained by using an all-IP network.
•: Inefficient routing and lack of dynamic network capacity allocation. In the legacy PSTN, a call must follow a specific path, passing through multiple switches and hops, as it travels between end-points. Transit costs increase and the call quality deteriorates as the number of switches and hops in a route increases. SIP-based communications often rely upon the legacy PSTN as a bridge to connect disparate IP networks. This inefficient routing structure of the legacy PSTN imposes constraints on SIP-based communications, limiting the full-potential of multimodal communications. Additionally, the legacy PSTN lacks the capability to support dynamic allocation of network capacity in order to enable on-demand traffic volume changes and facilitate more efficient and cost-effective administration of networks.
•: Lack of a centralized directory for multimodal communications. The legacy PSTN was designed to deliver voice communications between devices connected to a fixed switching site. As a result, directories included only limited identifying information such as user names and phone numbers. As devices have become increasingly feature-rich and offer multimodal communications, there is a growing need for a directory that not only maps the unique device addresses but also has the ability to determine the location and detect the capabilities of each device.
•: Limitations of direct and existing neutral interconnect arrangements. Some service providers that exchange significant volumes of traffic have used SIP to directly interconnect with other service providers. These direct connect approaches require unique solutions for each individual partner, which are complex to implement and costly to manage because of the large number of direct interconnects required and the inefficiency of managing multiple partner relationships. In addition, existing neutral interconnect solution providers offering peering services use a series of hardware switches that rely on legacy protocols and hierarchical architecture that must be deployed in every local market where communication services are to be provided. This approach requires switches to be housed in a large number of physical facilities in each local area,

Table of Contents

resulting in high initial capital expenditures, ongoing maintenance costs and limited scalability. Further, these neutral interconnect solution providers still rely upon the PSTN hierarchical architecture and are not capable of providing large scale multimodal communications solutions.

•: Lack of SIP-based interconnect solutions of scale. With the increased demand for unified communications platforms and multimodal communications, service providers and enterprises are seeking SIP-based communication interconnect solutions of scale. Historically, these users were forced either to implement dedicated point-to-point IP connections, or to rely on the legacy PSTN to serve as a bridge between networks. The former approach is limited in scale, costly and hard to manage, while the latter eliminates the ability to keep communication traffic on IP connections end-to-end, limiting the ability to deliver the full benefits of multimodal communications. Having a large number of SIP-based end-users provides the necessary scale to deliver the advantages of multimodal communications.
•: Lack of an integrated, on-demand solution. Traditionally, there has been a lack of integrated, on-demand solutions enabling service providers and enterprises to deliver IP communications services. Service providers and enterprises seeking to deliver such services would have to combine various hardware, software and network solutions from different vendors, requiring internal and external development and integration costs. Such approaches are expensive, have limited flexibility and features, pose interoperability challenges and require significant time to implement.

Demand drivers for a new CaaS platform

By migrating to IP networks, service providers can leverage the flexibility of a software and cloud-based platform to increase the variety of communications services delivered to customers as hosted offerings. Further, customers recognize that, in addition to the many service improvements, adoption of SIP as a protocol for controlling multimedia communication sessions, such as voice and video over IP, provides the potential to drive down telecommunications costs as IP-based networks are more efficient and cost-effective than those that rely on legacy PSTN infrastructure. According to IDC, the total U.S. telecommunications services market is expected to reach $326.5 billion by 2014.⁽³⁾ Additionally, Infonetics Research has forecasted that the worldwide market for VoIP services could reach $74.5 billion by 2015.⁽⁴⁾ Connecting IP-based networks to each other or the PSTN, which is refered to as SIP trunking, represents one of the fastest growing segments within the VoIP services market, and is forecasted to increase at a compound annual growth rate of 52 percent from $599 million in 2010 to $4.8 billion in 2015.⁽⁴⁾ In addition to the migration of communications traffic from the PSTN to IP networks, a number of other trends in the industry are driving the growth in demand for a new cloud-based communications service platform:

•: Proliferation of broadband connectivity. Broadband connectivity continues to expand worldwide at a rapid pace due to the increasing number of Internet users and the implementation of government-supported programs to bolster broadband infrastructure deployment. This broadband proliferation increases the number of users that have access to and can benefit from all-IP communications services.

(3): IDC, "U.S. Telecommunications Services 2010-2014 Forecast," IDC #223323, July 2010.
(4): Infonetics Research, "VoIP and UC Services and Subscribers Biannual Worldwide and Regional Market Share, Size, and Forecasts," March 28, 2011.

Table of Contents

•: Emergence of cloud-based services architectures. On-demand delivery models are changing the way services are being delivered, providing significant benefits such as minimizing up-front capital cost requirements, providing global reach, enabling customized pricing plans and centralized, highly redundant offerings with greater flexibility over traditional on-premise models. As a result, cloud-based architectures are being rapidly adopted across organizations of all sizes. According to IDC, the software-as-a-service market in the cloud, which also includes infrastructure-as-a-service and platform-as-a-service, is expected to grow at a compound annual growth rate of 24 percent from $17.1 billion in 2010 to $40.5 billion in 2014.⁽⁵⁾
•: Proliferation of SIP/IP-based devices. Continuing improvements in technology are driving the convergence of computer functionality and Internet connectivity in communications devices. At the same time, the industry continues to adopt SIP as the primary protocol for multimedia communications. The large-scale deployment of IP networks and broad adoption of SIP-based devices, including SIP phones, SIP video devices and SIP-enabled private branch exchanges, or PBXs, are driving increasing growth in SIP usage. According to Infonetics, worldwide business VoIP seats are expected to grow at a compound annual growth rate of 27 percent from 19.9 million in 2010 to 65.3 million in 2015.⁽⁶⁾
•: Demand for unified communications. Organizations are continuing to invest heavily in unified communications and mobility to increase collaboration, improve the productivity of their workforces and enhance relationships with customers and partners. In addition, enterprises are looking for ways to augment their communications capabilities and leverage unified communications systems to enhance functionality and drive down costs. According to the results of a survey conducted by IDC, one-fourth of medium-sized and large U.S. businesses surveyed indicated that they plan to implement a unified communications solution in the next 12 months and nearly one-third of small businesses indicated that they plan to use unified communications in the same period.⁽⁷⁾
•: Increased outsourcing by communications service providers. Service providers are increasingly focused on providing on-demand multi-media services to their customers without incurring significant additional operational and capital expenditures. They are increasingly choosing to outsource certain network operations and services which allows them to focus on strategic investments to acquire customers and increase customer spending on new services. In a 2009 Booz & Co. survey of global carriers, 25 percent had already outsourced and 50 percent indicated that they could outsource their network operations and administration.⁽⁸⁾

(5): IDC, "Worldwide Software as a Service 2010-2014 Forecast: Software Will Never Be the Same," IDC #223628, June 2010.
(6): Infonetics Research, "VoIP and UC Services and Subscribers Biannual Worldwide and Regional Market Share, Size, and Forecasts," March 28, 2011.
(7): IDC, "Worldwide Unified Communications 2011 Top 10 Predictions," IDC #226900, February 2011.
(8): Booz & Co., "Outsourcing Network Operations: Maximizing the Potential," 2009.

Table of Contents

Our CaaS Platform

IntelePeer CloudWorx CaaS platform

We have designed and developed a proprietary cloud-based communications service platform to address the challenges associated with the legacy PSTN. We believe that our CloudWorx CaaS Platform cost-effectively leverages both a cloud-based architecture and the widespread availability of broadband connectivity to provide a carrier-grade, highly flexible, software-based communications solution. Our on-demand CloudWorx CaaS Platform is fast to implement, easy to administer and highly scalable. It is based on a sophisticated, integrated multi-layer approach, which includes:

•: our Media Peering Grid service, providing any-to-any connection capabilities and supporting both SIP/IP-based networks and the legacy PSTN, allowing service providers and enterprises to cost-effectively interconnect, transport and transact communications traffic, currently at a rate of more than 20 billion minutes annually;
•: our SuperRegistry directory, currently containing more than 400 million telephone numbers and end-point identifying addresses for wireless, wireline and other communication devices, enabling intelligent routing of communications traffic over our Media Peering Grid service; and
•: our AppWorx open and secure communications application development environment, which includes a complete set of APIs, developer tools, documentation and reference applications. These applications allow our customers and partners to offer on-demand delivery of a growing set of multimodal communications applications, which our customers can use to generate additional revenue. Our AppWorx development environment enhances customer engagement and retention with our CloudWorx CaaS Platform and increases communications traffic over our platform.

These three layers are fully integrated via interconnecting software components, which enable our platform to be easily delivered and administered through our self-service web portal.

Peering Layer: Media Peering Grid Service

Our Media Peering Grid layer is a software-based set of components and services, delivered via a cloud architecture that allows us to directly connect IP sessions between service providers and enterprises as well as to connect to legacy non-IP communication devices. Our Media Peering Grid service automatically establishes individual peering relationships and direct connections that provide increased reliability, expanded multimodal functionality and fewer toll-generating hops as compared to legacy call transport architectures used by the PSTN. For example, in a VoIP peering arrangement,

Table of Contents

VoIP operators can benefit from direct all-IP sessions using our Media Peering Grid service rather than traveling through multiple intermediate handoff points or hops over the legacy PSTN. In addition to enabling direct connections between multiple service providers and enterprises, both across our IP-based platform and outside to the legacy PSTN, our cloud-based architecture enables us to deploy new and expanded services to our customers without requiring them to make costly incremental investments in hardware. Additionally, our redundant, geographically-dispersed, cloud-based architecture reduces the risk of regional disruptions.

In addition to the efficiency and reliability of direct connections, our direct peering service can be used to link, or federate, self-contained, disparate networks to one another, including enterprise, wireline, wireless and VoIP service providers, thus allowing these isolated networks to exchange traffic more efficiently than through the legacy PSTN.

Registry and Routing Layer: SuperRegistry Directory

Our SuperRegistry directory is a comprehensive database of telephone numbers and end-point identifying addresses for wireless, wireline and other devices. We believe that our directory, which currently contains more than 400 million numbers, is the largest independent multi-carrier, multimodal database of its kind, and continues to grow through contributions from our service provider peering partners and enterprise customers. Our SuperRegistry directory includes routing paths, pricing and route costs, route quality and other features and related information. This information enables us to cost-effectively route voice calls, messages and rich media over IP and legacy PSTN connections to the correct end-points, across various service providers, regardless of end-point location, device type or communications platform. By taking advantage of our proprietary routing software, directory and interconnections, enterprises and service providers are able to send traffic directly, without geographic constraints, to any of the numbers and addresses in our directory, eliminating intermediate hops and the costs associated with them.

Using our SuperRegistry directory and routing technologies, our enterprise customers can move beyond the limitations of the PSTN to achieve rich media, all-IP unified communications with other enterprises across disparate communications technologies and to stand-alone SIP devices.

Application Services Layer: AppWorx Software Development Environment

Our AppWorx software development environment allows our customers to offer software developers and web designers an open development platform to easily create innovative, communication-enabled applications. These applications include functions such as click-to-call, which enable an end-user to initiate a phone call directly from a website, widespread message dissemination via voice and SMS, voice and text marketing campaign management, on-demand audio conferencing and integration of communications into business processes and applications. The full integration of our AppWorx development environment with our other CloudWorx CaaS Platform layers enables on-demand delivery of these applications to meet our customers' changing needs. The applications that we or our customers create using these tools and open interfaces can be used to drive innovative business applications and models that take advantage of the convergence between telephony and the web.

The open architecture of our AppWorx development environment encourages third party developers and channel partners to leverage our technology to build new applications that can be rapidly deployed. Developers can use these applications to generate incremental revenue streams or differentiate their products and services.

The three layers of our CloudWorx CaaS Platform are integrated to provide a simple and cost-effective approach to delivering enhanced voice and rich-media services to any IP-connected device

Table of Contents

worldwide. Our proprietary platform enables service providers to offer incremental services expeditiously without needing to invest in new communications infrastructure.



Legacy service provider network		IntelePeer peering platform solution

Legacy enterprise network		IntelePeer enterprise federation

Our Competitive Strengths

•: Cloud-based services architecture. Our solutions are delivered on demand through a cloud-based architecture that can serve customers anytime and anywhere. This flexible and scalable architecture also enables us to customize our services to match each new customer's needs, thereby eliminating the challenges often associated with the adoption and implementation of fixed, one-size-fits-all solutions. Our ability to rapidly and easily deploy a customized solution on a service-by-service basis, helps us attract customers making a complete transition as well as those preferring to take a gradual migration path from PSTN-based to SIP-based communications services. Our architecture also allows us to easily introduce and deploy new service offerings to our existing customers and enables them to adjust their level of use based on demand, thereby allowing customers to address issues such as seasonal demand fluctuations. Using our architecture, our customers can add new services or increase use of services quickly and with minimal incremental expense. Whereas other architectures require expensive, site-specific, time-consuming hardware installations to extend their network systems into new territories, our cloud-based approach allows us to help our customers reach new geographic regions and implement new services quickly and cost-effectively by leveraging the availability of the cloud.

Table of Contents

•: Fully-managed, IP-based Media Peering Grid service. Our proprietary software-based, fully-managed, distributed Media Peering Grid service provides carrier-grade, high-quality voice and connectivity that can be relied on as a primary communications network. Our flexible Media Peering Grid software supports both legacy and VoIP network interoperability and enables our customers to efficiently and cost-effectively transition their communications infrastructures from the legacy PSTN to an IP network incrementally and on demand, thus reducing expenses associated with legacy architecture as well as call delivery services, tolls and circuit expenses.
•: Extensive, secure, multimodal SuperRegistry directory. Our SuperRegistry directory currently includes a database of more than 400 million telephone numbers and end-point identifying addresses corresponding to wireline, wireless and IP-enabled devices. The scale and multimodal nature of this directory give us the ability to complete a call to any connected end-point device, regardless of whether it is a PSTN-based handset or a SIP-connected device. This feature provides us with a significant competitive advantage in that it allows us to discover and direct sessions to both traditional phones and IP-connected devices. Using our proprietary intelligent routing software and the numbers in our SuperRegistry directory, we are able to determine the interface type necessary to complete the connection. We have been building this extensive SuperRegistry directory since 2006 through partnering efforts with service providers and enterprises. This expanding database of telephone numbers and end-point addresses enables us to route traffic more efficiently from end-to-end, through our Media Peering Grid service, providing real-time optimal routing for both service provider and enterprise originated calls, improving call reliability and decreasing call transport tolls. Furthermore, our SuperRegistry directory enables our enterprise customers to achieve rich media, all-IP unified communications across disparate communications technologies, such as Microsoft, Cisco, Avaya and Siemens unified communications platforms, with other enterprises and IP connected devices.
•: AppWorx open application development environment. Our AppWorx open application development environment provides software developers and channel partners with access to powerful tools for rapid development and integration of new communications services. The tools in our AppWorx development environment include a set of APIs as well as fully customizable and scriptable command and control of calls that enable developers with little or no telecom experience to easily build robust, rich media applications. These applications and new services can be accessed from anywhere, deployed quickly over our platform and easily integrated into existing web services or software applications. Our AppWorx development environment enables our customers to develop and use these applications to provide additional functionality and new and differentiated services to their end-users, which our customers can use to develop a stronger relationship with their end-customers.
•: Powerful network effects. We benefit from strong network effects driven by the large volume of numbers in our SuperRegistry directory. As our service provider peering partnerships and enterprise customer base grow, the benefits each existing customer realizes by using our platform increase, resulting in reduced costs for our customers and increased traffic through our platform. New features and partnerships broaden our value proposition, attracting more customers, peering partners and channel partners. For example, each new service provider or enterprise customer that allows us to add their end-point identifying numbers to our SuperRegistry directory results in more calls that we can connect directly, providing increased quality and efficiency benefits and lower costs. In addition, every time we add an IP-connected device, it increases our ability to provide multimodal communications capabilities to our customers. This helps us grow our revenue while at the same time increasing the volume of traffic for which we compensate the service providers that make their numbers available through our SuperRegistry. The scale of our business and breadth of our relationships not only attract new customers but also serve as barriers to entry for potential competitors.

Table of Contents

•: Fully integrated communications platform. Our multi-layer platform, which integrates transport, peering, registering services and APIs, offers our customers a one-stop, flexible and full-featured solution for developing and extending their communications services as compared to alternatives that focus on local market, hardware-based solutions. Our fully integrated platform also enables us to be flexible and to easily add and deploy new IP-enabled communications and collaboration services as our customers' needs evolve. Customers choosing our integrated platform solution benefit from a significant time, cost and quality advantage as compared to the alternative of building a similarly functional solution that would require arrangements with multiple vendors and partners.

Our Strategy

•: Extend the technology leadership of our CloudWorx CaaS Platform. We have developed an innovative multi-layer platform and modular technology architecture that effectively transforms the delivery of SIP-enabled communications, provides significant cost savings and enables faster and more flexible deployment. We intend to continue to invest in our platform through internal development, or by acquiring complementary technology. These activities are expected to broaden our support for new collaboration and communications features, enhance the capabilities of our SuperRegistry directory, and expand our AppWorx application development environment to drive broader adoption among new customers and developer communities.
•: Extend the reach and breadth of our peering partnerships. We plan to add additional telephone numbers and end-point identifying addresses to our SuperRegistry directory from new and expanded relationships with service providers and enterprise customers to increase our capacity for the benefit of our service provider and enterprise customers. As we add additional direct peering partners, we expect to increase our communications traffic and revenue without needing to utilize the legacy PSTN, which we expect will reduce our traffic delivery costs.
•: Grow our relationships with existing customers. We have built a diverse customer base of service providers and enterprises by cost-effectively connecting disparate networks over IP and providing highly flexible and high quality cloud-based services. Our sales team works closely with our customers to understand their challenges and industry trends, determine the services that we can provide to better serve their needs as well as to identify areas of focus for our ongoing research and development activities. These relationships allow our support team to respond more quickly and effectively to customer needs and our development team to provide customized solutions for our customers. We intend to continue to leverage the work of our sales team to identify and deliver additional services to expand our relationships.
•: Expand our customer base and technology partnerships. We intend to expand our base of enterprise customers by deepening our existing technology partnerships with industry leaders such as Microsoft, Cisco, Avaya and Siemens, developing new technology partnerships with additional industry leaders and expanding our network of channel partners. We also intend to focus on expanding our service provider customer base by leveraging our CloudWorx CaaS Platform, investing in our direct sales force and educating service providers on the potential opportunity to reduce or eliminate capital expenditures and reduce operating costs by leveraging our platform.
•: Broaden our international presence. We currently have an extensive peering partner network that serves U.S. customers through five U.S. regional data centers to connect with U.S. customers and connects with international service providers through data centers in London, Los Angeles

Table of Contents

and New York. We plan to extend our geographic reach and coverage by expanding our peering partner network and SuperRegistry directory globally through the addition of international service provider peering partners, and global enterprise customers.

Sales and Marketing

We market and sell our solutions through our direct sales force, agents and channel partners. As of March 31, 2011, we employed 20 sales professionals and sales engineers and had relationships with 42 channel partners. We sell to service providers primarily through our direct sales force and we sell to enterprises primarily through our indirect sales force that works with our channel partners.

Our service provider direct sales force is composed of experienced sales professionals as well as sales engineers who promote the advantages of our CloudWorx CaaS Platform. This focus provides a higher level of service and understanding of our customers' unique needs. Our enterprise sales team uses a channel sales strategy and seeks to partner with leading technology companies that provide technology products and services to enterprises. Through this strategy, we benefit from the reach of dedicated sales agents, knowledgeable, certified resellers and technology providers who resell or white label our services. Currently, our channel partners include resellers who sell and implement unified communications solutions, such as Microsoft, Cisco, Avaya and Siemens based solutions, and who offer call center solutions. Our sales personnel work closely with these partners to assist them in selling customized solutions to their end-customers. We actively support our channel partners on an ongoing basis. This support includes sales training, white papers, solution guides, hosted partner events and our on-demand self-service CloudCentral portal.

Our marketing team is principally engaged in the development of marketing collateral and support for our sales activities. We seek to play an active role in industry-related thought leadership matters through speaking engagements, white papers and webinars. Our marketing also includes attendance at industry trade shows and conferences, as well as targeted corporate advertising.

Our Customers

Today, we sell our solutions to service provider and enterprise customers primarily located in the United States. As of March 31, 2011, we had 92 service provider customers and 81 enterprise customers. For the year ended December 31, 2010, Sprint and Qwest represented 29 percent and 16 percent of our revenue, respectively.

Our service provider customers currently include major wireline and wireless carriers, competitive local exchange carriers, or CLECs, cable companies and VoIP providers, among others, as well as other smaller service providers that provide services to limited regions or market segments. These service provider customers use our CloudWorx CaaS Platform to deliver traffic destined for geographic areas where the service providers do not own and operate their networks or where they are migrating from the PSTN to an IP-based solution.

With respect to enterprise customers, we have initially targeted mid-sized enterprises, including companies of 200 to 5,000 employees, which are seeking to migrate from a legacy network architecture to a SIP/IP unified communications platform. We also target enterprises of all sizes that operate customer contact centers. Many of these enterprises are updating their communications infrastructures to take advantage of their existing broadband Internet services to connect a growing number of geographically dispersed workers with highly productive and cost-effective communications solutions. Furthermore, the increased use of video, SMS and other rich media applications in the enterprise business environment is driving a need for sophisticated unified communications platforms, which can all be delivered by our CloudWorx CaaS Platform.

Table of Contents

We believe the following case studies illustrate the value we offer to our customers:

Wireless service provider case study: A major wireless provider in the midst of a technical and operational transition associated with its migration to a SIP network was seeking a partner that could provide the SIP connectivity, carrier-grade quality, speed and flexibility that it was unable to achieve through alternative solutions. We successfully partnered with this service provider and enabled it to introduce new SIP voice capabilities while simultaneously adapting a new outsourced network operation model. We believe our ability to deliver consistent, high quality service, coupled with material cost savings and our strong industry reputation, positioned us as a preferred partner for the initial engagement. This initial sale also created an opportunity for us to expand our relationship with this service provider customer by offering new services and features on an ongoing basis. This customer soon expanded the services purchased from us by adding VoIP termination services. Since that time, we have further grown the business relationship by executing a direct peering agreement. More recently, this customer has further increased the scope of services by contracting with us to provide them with direct inward dialing, or DID, services. We are also currently in discussions regarding providing additional services to this customer.

Enterprise customer through a channel partner case study: A fast growing sports club company with over 350 locations in 22 U.S. states as well as Canada, recently upgraded its entire corporate communications infrastructure with a new unified communications channel partner who recommended our services to them. During the engagement, we expeditiously implemented our service in less than a month and further validated our reputation within the vendor partner community by replacing larger service providers who faced challenges in delivering SIP trunking services. Through our SIP trunking services, the enterprise customer was able to integrate its communications experience with its business applications, standardize capabilities across every location and simplify its network environment, resulting in productivity gains and immediate annual cost savings of over $600,000, representing a significant reduction from the operating costs of its prior communications solutions.

Enterprise customer contact center case study: A global leader in on-demand, multi-channel contact center services was looking for a solution that could help it manage its increasing call volume more efficiently and cost-effectively. Our on-demand capabilities, along with outbound local and long distance services to support large volumes of event-based notification calls, enabled the customer to significantly increase its capacity and grow its revenue. The scalability of our CloudWorx CaaS Platform enabled this customer to increase its usage by more than 60 percent over a one-month period, allowing them to capitalize on a time-sensitive campaign opportunity to deliver millions of calls. We further expanded the relationship by developing and reviewing key call metrics, critical to the contact center's business, to increase call success and optimize network utilization.

Technology

We have developed a proprietary, multi-layer stack, cloud communications platform, our CloudWorx Caas Platform, which hosts our core technologies and services. Our proprietary, software-based platform currently includes three layers: a peering layer, called the Media Peering Grid, a directory layer, named the SuperRegistry, and an applications layer, known as AppWorx. The three layers are integrated with our proprietary interconnection components.

Our communications services are provided according to the functionality required by the selected application by following routing rules and preferences associated with individual devices and users. These rules and preferences are maintained in and processed by the SuperRegistry directory layer. The AppWorx applications layer receives and processes communication session requests. The Media Peering Grid peering layer receives device, user and routing rules and preferences from the directory layer, and establishes connections between devices accordingly.

Table of Contents

Together, the elements of our multi-layer platform run on a cloud-based architecture to deliver communication services between a wide variety of communication end-points.

The Media Peering Grid or Peering Layer

The Media Peering Grid peering layer is a software-based solution that manages connections and capabilities between our CloudWorx CaaS Platform and service provider and enterprise networks, providing the actual connections between devices or end-points. This peering layer processes incoming and outgoing communications, enabling devices to connect by following specific routing policies based on user, device and routing information that is stored in our SuperRegistry directory. This peering layer connects calls and interoperates the networks of various types of customers such as wireless and wireline service providers, CLECs, local exchange carriers, or LECs, enterprise customers, federation partners, application service providers, VoIP service providers and peering partners. Our peering layer software supports various technologies and call types, including voice, video and SMS. If a call or communication session is delivered between two devices running on different network architectures, it may be necessary to transcode, or convert, the call to a format that is compatible with the specific destination device. Our peering layer determines the signaling protocol of each end-point and if necessary, automatically converts the call to a format compatible with the destination device. Our peering layer supports SIP for VoIP calls as well as SS7 signaling for legacy PSTN calls.

Key features of our peering layer include:

•: Security architecture: We have designed and implemented a security system of multi-layered defense, which we believe to be industry best practice. This protects our Media Peering Grid service and our communications with our customers. These layers include: access control lists on routers and stateful firewalls to block unwanted traffic. Our security devices also block rogue media such as distributed denial of service attacks, or DDoS, and have embedded digital signal processors for media transcoding that deliver optimal performance under load/attack. Our solution also includes a rich set of security features including encryption, transport layer security rogue real-time transport protocol protection, dynamic blacklisting and toll fraud prevention.
•: Resiliency: We have designed a fully redundant, geographically diverse transport infrastructure dedicated to delivering low latency and low jitter media services across the peering grid. We have taken a comprehensive approach to design from the wide area network, or WAN, level down to the individual cards and ports providing high availability to our Media Peering Grid service. This design includes data center facilities, diverse fiber routes, and other redundancy measures. Additional elements of our service designed to maintain our high availability of our platform include redundant power feeds with full UPS and generator backup, redundant cooling systems, humidification control, minimum 72 hours fuel storage on site, minimum two contracts for additional fuel per site, SAS 70 Type 2 compliance and physical security including on-site security guards, cameras and biometrics.
•: Transcoding capabilities: We offer full support for wireless devices whether they use 3G, 4G or the emerging long term evolution, or LTE, standard. We also support wireline codecs, such as G711, including fax and modem transmission capabilities. Our applications also include high-definition voice from VoIP service providers. While the majority of our traffic comes from our IP active trunk groups including public SIP/IP and private GigE SIP, we also process time division multiplexing, or TDM, DS-3 SS7 ISUP and dedicated clear channel DS-3. Furthermore, to enable our multimodal application development and distribution, we support a full range of both audio and video coder and decoder technology or codecs. The peering layer receives the device, user, and routing rules and preferences and establishes connections between devices based on those elements.

Table of Contents

The SuperRegistry Directory or Directory Layer

Our directory layer is a policy-based engine that stores and maintains directory (or registry) entries, including user and routing information, and then uses that information to determine a routing policy for each communications session. We use a combination of intelligent software and business rules to route communications traffic based on quality level, cost constraints and registration for each device to be used for direct call connection.

Our SuperRegistry directory is a secure database environment that combines cost information, quality of service metrics and optimal routing policy software with telephone numbers, IP addresses, SIP trunk groups, telephone number portability data, SS7 point codes, used for PSTN end-point routing and connections to external federations, enabling heterogeneous peering.

We are developing enhancements to our policy-based routing, such as user contact preferences by device, based on criteria such as time of day, day of the week, user location and nature of incoming calls. Our software will enable use of this directory data to deliver intelligent policy-based communications.

Key features of our SuperRegistry directory and related services include:

•: Any-digit peering: Our software enables peering between service provider and enterprise networks using 10-digit (based upon the E.164 or industry standard international public telecommunication numbering plan) or 6-digit (area code and exchange for North America) phone numbers.
•: Regulatory: Our software includes support for U.S. regulatory designations such as interstate, intrastate and local jurisdictions and the cost structure, tolls and tariffs associated with each of these jurisdictions.
•: Voice or video federation: We expect to release a new version of our service, that we believe will allow us to deliver multimodal communications and federation capabilities whether inside a single enterprise or at different external enterprises. We expect to release this service in the second half of 2011.

The AppWorx Application Services Layer

Our application layer software enables creation and distribution of fully featured applications and offers a set of standards-based APIs for managing use of these applications and activation services. This layer is also responsible for recognizing and initiating various application requests. When an application is accessed via a user device, the application layer receives and identifies a communication session request which includes specific configuration information related to the request. The application layer software includes numerous application scripts corresponding to specific features. An application script is a set of instructions which, when executed, causes specific actions to occur such as establishing a communication session between two or more devices.

Examples of application script uses include:

•: click-to-call, providing a voice connection between end-points initiated from a website;
•: SMS messaging, providing messaging capabilities between end-points;
•: blast SMS, providing mass delivery of outbound messages;
•: blast voice, delivering media to one or more end-points;
•: auto conference, scheduling automatic dialing for conference call bridging;
•: reporting, for generating records of usage and performance of calls;

Table of Contents

•: real time call events, allowing applications to take action based on call progress;
•: recording, enabling recording, storage and delivery of media sessions;
•: text to speech engine processing that converts text into speech in a given language;
•: scripted interactive voice response, or IVR, which allows users to define IVRs to be applied to voice calls; and
•: media management, which allows media to be converted and included in call sessions.

Within our application layer is our CloudCentral Portal software, which enables our customers to activate and manage their services and is also used as our internal management portal to manage aspects of our relationship with these customers. Our CloudCentral Portal is used for enterprise management, user management, SIP trunking, DID, toll-free number ordering, management and reporting.

Our software supports capabilities such as capacity planning, performance reporting, event monitoring and notification, call media and signaling analysis, as well as our billing and invoicing report generation. These end applications connect to our business intelligence layer which tracks peering grid and vendor performance, service levels, traffic analysis, usage reporting and billing service assurance. The business functions enabled by our software correspond to our peering grid tracking intelligence that handles automatic number identification, or ANI, including fax/modem detection and routing, route loop detection and prevention, as well as tracking capacity data, processing network topology for fault analysis and traffic rerouting, and providing call detail record, or CDR, correlation, summarization and warehousing.

The Interconnection Components

The various layers of our CloudWorx CaaS Platform are integrated by our proprietary software interconnection components that coordinate activities between our peering, application and directory layers. The application layer delivers messages to the interconnection component for subsequent transmission to the peering layer, which leverages the SuperRegistry directory layer for optimal routing policy.

Research and Development

As of March 31, 2011, we had 25 employees dedicated to research and development. Our total research and development expenses were $2.4 million, $3.6 million and $4.1 million for the years ended December 31, 2008, 2009 and 2010, respectively.

Intellectual Property

Our success depends upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, as well as customary confidentiality and other contractual protections. We have been issued a patent in the United States. Additionally, we have eight patent applications pending in the United States, two provisional patent applications pending in the United States and four patent applications pending in each of Europe, Japan and South Korea. Our registered trademarks in the United States include IntelePeer, IntelePeer AppWorx, AppWorx and SuperRegistry. We have four pending trademark applications in the United States.

In addition to the protections described above, we generally control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including contractual protections with employees, consultants, customers and vendors. U.S.

Table of Contents

and international copyright laws protect our software. We also license software from third parties for integration into our service offerings.

We license our software to customers pursuant to agreements that impose restrictions on the customers' ability to use the software, including prohibitions on reverse engineering and limitations on the use. We also seek to avoid disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute nondisclosure and assignment of intellectual property agreements and by restricting access to our source code.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or obtain and use information that we regard as proprietary. We cannot assure you that the steps taken by us will prevent misappropriation of our technology. We cannot assure you that other patents will issue from our pending or future applications or that, with respect to our issued or any future patents, they will not be challenged, invalidated or circumvented, or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In particular, leading telecommunications companies have extensive patent portfolios. From time-to-time, third parties, including certain of these leading companies, may assert patent, copyright, trademark or other intellectual property rights against us, our channel partners or our end-customers. Successful claims of infringement by a third party could prevent us from performing certain services or require us to pay substantial damages, royalties or other fees. Even if third parties may offer a license to their technology, the terms of any offered license may not be acceptable and the failure to obtain a license or the costs associated with any license could cause our business, operating results or financial condition to be materially and adversely affected. We typically indemnify our end-customers and distributors against claims that our products infringe the intellectual property of third parties.

Even if our efforts to obtain patent protection are successful, third parties may not respect our rights and we may be required to initiate litigation to enforce any patents issued to us, or to determine the scope or validity of a third party's patent or other proprietary rights. Patent litigation is expensive and time consuming, and may adversely affect our business.

Competition

The markets for our products are extremely competitive and are characterized by rapid technological change. Our competitors include traditional telecommunications carriers and other providers of specialized communications services.

The principal competitive factors in our markets include the following:

•: brand recognition and financial strength;
•: scope and scale of communication services offered;
•: quality, reliability and availability of services;
•: cost of services;
•: speed of activation and implementation;
•: wireless, wireline and other end-point coverage; and
•: customer service and support.

Table of Contents

We believe that we compete favorably with our competitors on the basis of these factors. In the competitive markets we seek to serve, we have tried to differentiate our service offerings in several ways:

•: Innovative multimodal services—we provide cloud-based, rich media communication services that exceed the capabilities of PSTN voice services;
•: Rapid activation—we can quickly activate new customers;
•: High reliability—our fully managed, geographically distributed platform provides carrier-grade quality and reliability for our communication services;
•: On-demand availability—our customers can quickly increase or decrease amount and types of services they purchase using our online portals; and
•: Platform neutrality—allowing service providers to use our peering and registry services despite competitive pressures between each other in their service areas.

We operate in an industry with limited barriers to entry and expect to have new competitors in the future. Additionally, some of our larger, more well-known competitors have greater brand recognition, longer operating histories, larger installed customer bases, larger sales and marketing budgets, as well as greater financial and other resources. Our biggest customers may enter into direct peering relationships, which could substantially diminish our business opportunities.

Our ability to compete effectively could be adversely affected by changes in regulation affecting our industry, consolidation among our competitors and our customers, entrance of new competitors, rapid change in technology and market demands for new services, all of which are factors largely outside of our control.

Employees

As of March 31, 2011, we had 115 full-time employees, including 25 in sales and marketing, 43 in operations, 25 in research and development and 22 in general and administrative and other functions. None of our employees are covered by collective bargaining agreements. We consider our relationships with our employees to be good.

Facilities

Our headquarters are located in a 6,680 square-foot facility in San Mateo, California that we lease. The lease expires in September 2013. We also operate our Engineering, Development and Operations center in Denver, Colorado in a 13,777 square-foot facility that we lease. The lease expires in August 2011. We also have small offices in Seattle, Washington and Austin, Texas that we lease. We also have several co-location production facilities in New York, New York, Chicago, Illinois, Atlanta, Georgia, Dallas, Texas, Los Angeles, California, and London, United Kingdom as well as a testing co-location facility in Englewood, Colorado, all of which are leased facilities. We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Legal Proceedings

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that could have a material adverse effect on our business, operating results or financial condition.

Table of Contents

REGULATION

Overview

The United States has a dual regulatory structure applicable to the offering of telecommunications services. The Federal Communications Commission, or FCC, in general regulates interstate and international telecommunications services; while state public utilities commissions, or PUCs, regulate telecommunications services that are within a state's boundaries. Certain of our offerings are subject to regulation by both the FCC and state PUCs. Under the Communications Act of 1934, as amended by the Telecommunications Act of 1996, or the Communications Act, we are subject to a variety of rules at the federal level that govern the rates we charge for certain services, customer privacy, public safety, contribution requirements to a variety of federal telecommunications-related funds including the USF as well as reporting obligations. States impose similar obligations and may, in certain instances, regulate the rates we can charge for certain offerings. A number of states impose USF contribution obligations that are in addition to federal USF contribution requirements. The FCC and state PUCs will monitor our compliance with their rules and regulations, and may impose fines, fees and additional assessments if they determine our efforts do not fully satisfy those requirements.

Our communications services are also subject to international regulation. Such regulations may affect our plans to expand our business internationally.

We have obtained licenses to offer telecommunications services from the FCC and authorization to offer facilities-based and resold telecommunications services from PUCs in 43 states and the District of Columbia. We are still pursuing licenses in the remaining states and expect to receive the necessary authorizations in the near future. Most states require us to file tariffs or price lists setting forth the terms, conditions and prices for telecommunications services that are classified as intrastate. Rates, terms and conditions for certain services and access to network elements provided by certain Incumbent Local Exchange Carriers, or ILECs, and Regional Bell Operating Companies, or RBOCs, are, in many cases, determined by arbitration before the applicable state PUC. The precise jurisdictional reach of the various federal, state and local authorities depends on the offering and can be uncertain because it is subject to ongoing controversy and judicial review.

As a regulated provider of telecommunications services, we are also entitled to certain rights. For example, other telecommunications service providers are required to interconnect their networks with ours. We have the right to access certain elements of ILEC networks at rates that are just, reasonable and non-discriminatory. We also have the right to obtain telephone numbering resources for our network use and for assignment to our customers. At the state level, we are generally entitled to tariff our service offerings, which allows us to set the terms, conditions and prices of our offerings in accordance with state law for large numbers of customers without entering into individually negotiated agreements. These rights provide us benefits and protections that are not available to unregulated entities. We leverage our status as a regulated provider to develop commercially beneficial relationships with our peering partners.

As technologies and the communications industry continue to change, the international, federal, state and local statutes and rules governing the communications industry may be modified significantly. Such a change could substantially affect the demand and pricing for our services. Such changes could include, but are not limited to, an increase in regulatory oversight; regulation of the prices that we can charge for some or all of our services; modification of statutes, rules or policies that could affect our current or future plans or that would require modification of the terms and conditions of our tariffs, contracts, or other agreements that we rely on for our business; modifications to the operations or costs of the operations, including the pricing of our services to our customers; a decrease in the amount of traffic our customers exchange with us; a change in the types of traffic our customers exchange with us (including our customers exchanging, on average, lower priced minutes or services); changes in the rates governing the rates, terms and conditions under which voice service providers exchange traffic;

Table of Contents

changes in state or federal universal service programs; and changes or modifications in taxes or surcharges that could cause a decrease in the amount of traffic our customers deliver to us or affect our sources of revenue. We cannot predict when, or upon what terms and conditions, further federal, state or local regulation or deregulation might occur or the effect future regulation or deregulation may have on our business or the rights we enjoy as a regulated telecommunications service provider.

Federal and State Regulation of Voice Peering Services

As a competitive service provider, the pricing of our communications services is generally not heavily regulated by the FCC or state utility agencies. However, these agencies have greater regulatory authority over the pricing of ILECs' tandem transit and access services. Regulation of these services and rates generally sets the benchmark for the prices of competitive service providers including the communications services that we offer. To the extent that ILEC transit or access rates are reduced or capped, it could negatively impact us as we may need to reduce our rates in order to comply with the law and compete with the ILEC or other service providers.

A number of PUCs assert regulatory authority over the provision of local and intrastate transit services. Some PUCs have initiated proceedings to examine the regulatory status of services such as ours. Some states have taken the position that voice peering service is an element of the "transport and termination of traffic" services that incumbent ILECs are required to provide at rates based on a reasonable approximation of the additional costs of completing the calls under the Communications Act, while other PUCs have determined that the Communications Act does not apply to these services. The PUC regulatory framework associated with local and intrastate transit services is constantly under review. If the FCC or a federal court determines that a particular state's interpretation of the Communications Act was incorrect, the incumbent LECs' tandem transit rates may either increase or decrease substantially, which could affect our ability to offer competing services profitably.

We also offer access services, which include origination and termination of long-distance calls, through our platform in certain jurisdictions. The FCC and many state PUCs currently limit the rates we may charge for originating and terminating access services. See "Regulation of Access Rates" below. The FCC is considering a proposal to reform the pricing of access which, if adopted, would substantially reduce both intrastate and interstate access charges over an unknown transition period. While the exact length of the transition period is unknown at this time, we expect that it will be over a number of years and could extend as long as 10 years. Such services are also subject to the direct costs of exchanging traffic with other carriers in the form of access rates. See "Other Proceedings That May Impact Our Business or Service Offerings—Intercarrier Compensation Reform."

Regulation of Access Rates

While we do not directly access local exchanges pursuant to federal or state tariffs, the cost of such access can affect the amounts we pay our indirect peering partners and ultimately impact our operations, margins and profitability. Like many other market participants, we are involved in billing disputes concerning the appropriate data that should be used when determining intercarrier payments. The FCC and state PUCs are currently considering substantial modifications with respect to the way carriers compensate one another for the exchange of traffic. See "Other Proceedings That May Impact Our Business or Service Offerings—Intercarrier Compensation Reform."

Interstate Access Charges

Access charges that local exchange carriers, or LECs, impose upon us consist of both usage-sensitive switched access charges and flat-rated transport and special access charges. The FCC regulates ILEC interstate access services. We also enter into commercial carrier-to-carrier contracts with peering partners to transport and terminate our traffic, and such agreements are typically not subject to tariff

Table of Contents

regulation. The industry is subject to a significant amount of litigation related to how much access will cost and what services should pay for access. The regulatory structure governing the cost of access is complex and tends to lag behind technological and service advancements, which creates a high level of uncertainty in the industry, as well as rate arbitrage. The cost of billing disputes between carriers and service providers can be significant, and such disputes could result in litigation.

The FCC has adopted a mandatory detariffing regime for access services that wireless carriers wish to provide. Wireless carriers may not file tariffs for access services and must, instead, enter into voluntary contracts. As the volume of wireless traffic increases, the potential for wireless access charges poses a risk to our cost structure. Our current business practice is to pay commercially agreed upon rates to wireless carriers when handling traffic destined to wireless customer. If the FCC adopts an access charge regime for wireless traffic, we may have to pay more to wireless carriers. The future of how much access will cost for wireless traffic is another question being addressed in the FCC's intercarrier compensation rulemaking.

Intrastate Access Charges

Intrastate access charges that incumbent and competitive LECs assess us, or that our competitive local exchange carriers, or CLECs, are permitted to charge other carriers, are regulated by the PUCs. Intrastate access rates have historically been higher than interstate access rates, and continue to be so in many but not all states. Intrastate access charges are also being examined in the FCC's intercarrier compensation proceeding. The disparity between interstate and intrastate access rates results in a significant number of billing disputes and litigation throughout the industry. It is particularly difficult to determine the appropriate jurisdiction when a call originates or terminates on a mobile network, or on the Internet, since the user's location can change at any time and may be different from that indicated by their telephone number. For these reasons, among others, a number of states have concluded that intrastate access rates should be lowered to parity with interstate access, which is consistent with the FCC's tentative findings in its intercarrier compensation rulemaking.

Many, but not all, states have rules limiting the rates CLECs can tariff for intrastate access services, similar to the FCC rules discussed in the preceding sections. In these states, CLEC rates generally cannot be higher than those of the competing ILEC.

Local Reciprocal Compensation

Local telephone companies that deliver calls to the networks of other local carriers in the same geographic area for termination typically compensate one another for terminating such traffic. The FCC has established a general framework and ratemaking methodology governing such compensation. The specific rates are regulated by the PUCs. These rates vary from "bill-and-keep" to rates that approximate those for switched access services. Rates for local reciprocal compensation are often significantly lower than rates for switched access, which may result in billing disputes and litigation.

Regulation of Interconnected VoIP Services

In addition to telecommunications services, we offer a variety of VoIP services. VoIP services are a form of communications services that use the IP standard instead of the legacy time division multiplexing, or TDM technology. Depending on the needs of the customer, we may offer services via the public Internet or over a private or managed connection to the Internet. The FCC has asserted its regulatory authority over certain configurations of our VoIP services, known as interconnected VoIP. The FCC, however, to date has not classified interconnected VoIP services as telecommunications services.

Interconnected VoIP services are those services that enable real-time two-way voice communications, require a broadband Internet connection from the user's location, require the use of

Table of Contents

IP-compatible customer premises equipment and permit users generally both to receive calls from and to terminate calls to the PSTN. The FCC requires interconnected VoIP offerings to comply with certain regulations including, but not limited to, the Communications Assistance for Law Enforcement Act, or CALEA, customer privacy regulations, discontinuance rules, E911 obligations, and reporting obligations. These offerings must also contribute to a number of federal funds including the USF. Each of these regulations covers matters that, because we are a licensed telecommunications carrier, our communications services would have been obligated to comply with even if we were not treated as an interconnected VoIP provider. Increased regulation of VoIP services by the FCC therefore benefits us by ensuring parity in regulatory obligations between us and our competitors.

The authority of the states to regulate certain types of interconnected VoIP services is uncertain at this time. In 2004, the FCC ruled that states could not impose certification, tariffing or other similar common carrier requirements on a provider of nomadic interconnected VoIP service that relied on the public Internet for connections to its customers. However, the FCC did not rule then, and generally has not subsequently addressed, to what extent the states could exercise jurisdiction over other interconnected VoIP services that use fixed connections to customers rather than connecting over the public Internet. While the FCC has recently clarified that states may require nomadic interconnected VoIP service providers to contribute to state USF programs, it is unclear what other regulatory authority states may have over interconnected VoIP services. Several states have recently sought to impose registration or other similar requirements on interconnected VoIP providers that they believe are not covered by the FCC's ruling concerning VoIP services that rely on the public Internet for connections to their customers. Even if states are ultimately able to require providers of certain types of interconnected VoIP services to seek approval to offer services, we believe the impact on us would be minimal as we are licensed in most states and the District of Columbia, and intend to be licensed in all fifty states in the near future.

As discussed below, there are a number of open proceedings at the FCC that could impose additional obligations on interconnected VoIP providers. For example, the FCC continues to examine whether to expand E911 obligations that apply to interconnected VoIP services including the possible imposition of automatic location requirements. Further, as part of its intercarrier compensation proceeding, the FCC is considering the appropriate regulatory classification of interconnected VoIP providers as either regulated telecommunications services or information services. The FCC is also considering whether and how to impose access charges on VoIP traffic that involves an interstate or intrastate long distance communication.

Enhanced 911 Services

In June 2005, the FCC concluded that interconnected VoIP service providers must support enhanced 911 emergency services. The FCC rules, among other things, also require interconnected VoIP providers to distribute stickers and labels informing customers of the limitations on their emergency services as compared with traditional wireline E911 service to notify and obtain affirmative acknowledgement from customers that they are aware of those limitations to obtain from each customer, prior to the initiation of service, the physical location at which the service will first be utilized, and to provide its customers one or more methods to update their "Registered Locations." Our VoIP E911 services, like those offered by other interconnected VoIP service providers, are more limited than the 911 services offered by traditional wireline telephone companies. These limitations may cause significant delays, or even failures, in callers' receipt of emergency assistance. Despite the fact that we have notified our customers and received affirmative acknowledgement from all of our customers that they understand these differences, affected parties may attempt to hold us responsible for any loss, damage, injury or death suffered as a result of certain technical failures of the mandated E911 service for interconnected VoIP providers.

Table of Contents

In September 2010, the FCC released a "Further Notice of Proposed Rulemaking" seeking additional comments on a number of issues including, but not limited to, whether nomadic interconnected VoIP providers should be required to offer automatic location information of their users without customers providing location information. The FCC also sought comment on how far it can extend E911 obligations to other types of companies including device manufacturers, software developers and others. At this time we cannot predict the outcome of this proceeding nor can we predict its potential impact on our business.

Communications Assistance for Law Enforcement Act

In September 2005, the FCC concluded that interconnected VoIP service providers must comply with the CALEA and configure their network and services to support law enforcement activity in the area of wiretaps and call records.

Universal Service Fund

The FCC and a number of states administer "universal service" funds to provide for affordable local telephone service in rural and high-cost areas and to fund other social programs, such as Internet access to schools and libraries. There are numerous regulatory and legislative efforts to reform universal service funding requirements and we cannot predict the outcome of these efforts. In June 2006, the FCC issued an order holding that interconnected VoIP providers must contribute to the federal USF. In November 2010, the FCC clarified that states may impose USF contribution requirements on the intrastate revenues of nomadic interconnected VoIP providers to the extent that such contribution systems do not conflict with federal law and the intrastate universal service assessments do not apply to revenues generated by services provided in other states.

On April 21, 2010, the FCC issued a notice that could lead to new proposals regarding contributions to the USF that, if adopted, could materially affect the magnitude of our contributions to the fund. The Commission continues to analyze contribution requirements for USF. It is impossible to predict the impact of the FCC's proposals on our operations and financial results. In addition, AT&T Inc. filed a "Petition for Immediate Commission Action" on July 10, 2009, requesting that the FCC adopt a new mechanism for calculating federal USF contribution that would be applicable to all contributors. The specific proposal, which has been pending at the FCC for some time, is to determine contributions to the USF based on "assessable telephone numbers" rather than interstate and international revenue. This AT&T proposal remains pending. We cannot predict whether the FCC will adopt this or some other contribution methodology, nor can we predict the potential impact on our business at this time. In addition, in February 2011, the FCC issued a notice of proposed rulemaking to adopt reforms to the USF program that would shift support from narrowband services to broadband services.

Customer Proprietary Network Information

The FCC has determined that its Customer Proprietary Network Information, or CPNI, rules apply to interconnected VoIP providers. Interconnected VoIP providers must adhere to particular customer approval processes when using CPNI outside of pre-defined limits and when using CPNI, for marketing purposes. The rules also require such providers to take certain steps to verify a customer's identity before releasing any CPNI over the telephone or the Internet, and to report unauthorized disclosures of CPNI. Interconnected VoIP providers must also file certain CPNI certification information annually with the FCC.

Table of Contents

Local Number Portability

The FCC has extended to interconnected VoIP providers the obligation to provide local number portability. Interconnected VoIP providers are required to permit customers to retain their assigned telephone numbers when changing carriers, and are required to undertake porting requests on an expedited basis. Providers are also subject to local number portability fees historically imposed on local exchange carriers.

Disability Access

The FCC has required interconnected VoIP providers to offer "711" dialing (for telecommunications relay), and to make their services and equipment (including software used for interconnected VoIP) accessible to persons with disabilities, if doing so is readily achievable. Interconnected VoIP providers are also required to contribute to the Telecommunications Relay Services Fund. In April 2010 the FCC announced plans to adopt a further order with respect to hearing aid compatibility requirements applicable to various services. We cannot predict at this time what new requirements the FCC will establish, if any, or how any such new requirements may affect us.

In October, 2010, the Twenty-First Century Communications and Video Accessibility Act was signed into law. The statute imposes a number of accessibility and other obligations on providers of Advanced Communications Services, which include interconnected VoIP services, and on manufacturers of equipment, including software, used for services covered by the law. The FCC has initiated a rulemaking to implement the new accessibility requirements. We cannot predict whether we will be subject to additional accessibility requirements or whether any of our service offerings that are not currently subject to disabilities access requirements will be subject to such obligations.

Other Proceedings That May Impact Our Business or Service Offerings

The FCC and state PUCs are considering a number of issues that could impact the structure of the market in which we operate. The FCC and certain states continue to consider the pricing of services offered by incumbent providers that compete with our regulated offerings. New price regulation of incumbent offerings would likely result in decreasing prevailing incumbent rates for services that compete with ours, making our services less attractive and potentially decreasing the prices we can charge for such services.

Intercarrier Compensation Reform

As described above, the current regime governing intercarrier compensation consists of a patchwork of federal and state regulation depending upon such factors as the provider, jurisdiction and nature of traffic. This has led to a significant amount of disputes and litigation throughout the industry. In February 2011, the FCC released a Notice of Proposed Rulemaking that proposes significant changes in the industry with respect to carrier compensation reform. The FCC proposes that intercarrier compensation rates be reduced or eliminated entirely over time, and distinctions between interstate, intrastate, local, wireless and VoIP traffic also be reduced or eliminated. Finally, the FCC also proposes to address on a faster track three pressing intercarrier compensation issues: phantom traffic, access charges for VoIP traffic, and access stimulation. The intercarrier compensation proposals that could impact our business include, for example:

•: the type and amount of rate reductions that should be imposed for originating and terminating access charges, both intrastate and interstate;
•: whether intercarrier compensation should remain at per minute rates in the long term or transition to bill-and-keep or flat-rated charges;

Table of Contents

•: if and how rate changes should be incorporated in commercial contracts and interconnection agreements;
•: what framework should govern intercarrier compensation obligations for interconnected VoIP traffic: bill-and-keep, immediate obligation to pay VoIP-specific rates, obligation to pay specific compensation in the future, immediate obligation to pay existing rates that apply to TDM traffic, or some other arrangement;
•: whether the FCC should assert jurisdiction over all wireless termination charges (for traffic delivered by and to commercial mobile radio service carriers) and establish different rates or rate transitions for such traffic;
•: whether all providers, including interconnected VoIP providers and intermediate carriers, should pass the calling party number, charge number, and signaling information concerning the financially responsible party with no alterations other than those permitted by published industry standards or FCC rules;
•: whether a CLEC that shares access revenue with a customer resulting in net payments to the customer should be subject to different interstate access tariff rules, or whether all revenue sharing arrangements should be declared unjust and unreasonable;
•: whether the FCC should regulate transit and whether it has the authority to do so; and
•: whether IP interconnection fits within the existing legal and technical framework, what steps can the FCC take to encourage IP-to-IP interconnection, and whether the FCC should address point of interconnection or network edge issues as part of intercarrier compensation reform.

We cannot predict the outcome of this proceeding nor can we predict its potential impact on our business. For example, if the FCC makes all revenue sharing an unreasonable practice, we likely would have to reform certain agreements. Depending on the final rules adopted by the FCC, we may be required to discontinue using certain carrier partners to deliver traffic to the PSTN, which could increase our costs. If ILEC transit services are regulated and their rates reduced, it could reduce our profit margins on our indirect peering services. If per minute of use intercarrier compensation goes away and/or IP-to-IP interconnection is required by law, it is not clear how that would impact our customers' incentives to continue using our Media Peering Grid service.

Network Neutrality Rules

In December 2010, the FCC adopted rules governing the provision of consumer wireline broadband Internet access services. Among other things, the rules: (1) require providers of consumer broadband Internet access to publicly disclose their network management practices and the performance and commercial terms of their broadband Internet access services; (2) prevent broadband Internet access providers from blocking lawful content, applications, services, or non-harmful devices, subject to reasonable network management; and (3) prevent broadband Internet access providers from unreasonably discriminating in the transmission of lawful network traffic over a consumer's broadband Internet access service. While these rules are focused on broadband Internet access services for consumers and small business, it is possible that they may likewise affect enterprise or carrier Internet access services. It is likely that the FCC rules will be subject to court appeals, the outcome of which we cannot predict.

Outage Reporting

In July 2010, the FCC's Public Safety and Homeland Security Bureau sought comment on whether to extend the FCC's outage reporting rates to broadband Internet service providers and interconnected

Table of Contents

VoIP service providers. The FCC is in the process of considering rules to extend the outage reporting requirements in Part 4 of the rules to interconnected VoIP and broadband service providers.

Federal Trade Commission "Red Flag" Identity Theft Rules

We are subject to Section 114 of the Fair and Accurate Credit Transactions Act of 2003, or FACTA, and rules of the Federal Trade Commission that require "creditors" to develop and effectuate written internal programs to detect, prevent, and mitigate identity theft in connection with their accounts. We likely would be deemed to be a "creditor" as defined in the FACTA.

Table of Contents

MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors:

Name	Age	Title

Frank Fawzi	48	President, Chief Executive Officer and Chairman of the Board
Shaun Andrews	38	General Manager, Service Providers
John Belanger	47	Senior Vice President of Service Provider Sales
Phillip Bronsdon	47	Senior Vice President of Engineering, Development and Operations
Haydar Haba	46	Founder, Chief Visionary Officer and Director
Margaret Norton	57	General Manager, Enterprises
Andre Simone	53	Chief Financial Officer, Secretary
William Harding(2)(3)	63	Director
Lawrence Irving(1)	54	Director
Javier Rojas(1)(2)(3)	48	Director
Raymond Smets(1)(2)	47	Director

(1): Member of our audit committee.
(2): Member of our compensation committee.
(3): Member of our nominating and corporate governance committee.

Executive Officers

Frank Fawzi has served as a director and Chairman of our board of directors since June 2006. In 2007, Mr. Fawzi assumed the role of chief executive officer and president. Before joining us, between 1991 and 2001, Mr. Fawzi founded and was the chief executive officer for CommTech Corporation, a leader in the communications software industry until it was acquired by ADC, where he subsequently served as chief technology officer for ADC's Software & Integration Group, from 2001 to 2002. Mr. Fawzi also served as a partner with First Oakmount Corporation, an investment firm, from 2004 to 2006. Mr. Fawzi received a Bachelor of Science in Engineering and Computer Science and a Masters of Science in Management Information Systems from Stevens Institute of Technology, and has participated in the Wharton Executive Management Program at the University of Pennsylvania.

Shaun Andrews has served as our general manager, Service Providers since May 2010. Before joining us, Mr. Andrews served in various executive roles, ultimately as the vice president of commercial services for the wholesale marketing group with Level 3 Communications, an international provider of fiber-based communications services. Mr. Andrews worked at Level 3 Communications from January 2006 to April 2010. Mr. Andrews holds a Bachelor of Science degree in marketing from Miami University of Ohio and a Masters of Business Administration from the Kellogg Graduate School of Management at Northwestern University.

John Belanger has served as our senior vice president of service provider sales since January 2004. Before joining us, Mr. Belanger served as senior director of the carrier services division, covering the western United States for France Telecom, Inc. Mr. Belanger worked at France Telecom, Inc. from May 2002 to January 2004. Mr. Belanger attended Capital University in Ohio.

Phillip Bronsdon has served as our senior vice president of engineering, development and operations since September 2007. Before joining us, Mr. Bronsdon served as a client principal in the Americas consulting and integration vertical for communications, media and entertainment at Hewlett Packard Corporation from August 2006 to August 2007. Prior to joining Hewlett Packard, Mr. Bronsdon served as vice president of operations for Ooma, a VoIP service provider, from

Table of Contents

November 2005 to August 2006. Mr. Bronsdon has served as a Brigade Commander, with the 37th Armored Brigade, Ohio Army National Guard. Mr. Bronsdon holds a Bachelors of Science degree in computer science engineering from Ohio State University and a Masters of Business Administration from Ohio University.

Haydar Haba has served as our chief visionary officer since October 2007 and as a member of our board of directors since co-founding the company in 2003. Mr. Haba served as our president and chief executive officer from July 2003 to October 2007. Before founding the company, Mr. Haba was founder and chief technology officer of Telco 214, an international voice communications provider from 1997 to 2000. Mr. Haba began his career at Symetrics Industries, a public company specializing in the design and manufacture of communications systems and computer telephony platforms for the United States Department of Defense, NASA, and other large enterprises. Mr. Haba completed PhD course work in electrical engineering and holds Bachelors of Science and Masters of Science degrees in electrical engineering and computer science from the Florida Institute of Technology.

Margaret Norton has served as our general manager, enterprises, since September 2009. Before joining us, Ms. Norton served in various senior executive roles, ultimately as president and chief executive officer, with Mobilitec, Inc., a provider of integrated software products that enable mobile content delivery which was acquired by Alcatel Lucent, from September 2003 to January 2008, after which she decided to take time off for personal development purposes. Prior to Mobilitec, Ms. Norton was a self employed consultant and served on the board of directors of Roguewave Software, a developer of software tools for developers which was acquired by Quovadx, Inc., from January 2000 to September 2003. Ms. Norton holds a Bachelor of Arts degree in economics from the University of Arizona and a Masters of Business Administration from the University of Connecticut.

Andre Simone has served as our chief financial officer since February 2007. Before joining us, Mr. Simone served as chief financial officer of Dimatix, Inc., a provider of piezoelectric inkjet print heads, from February 2005 to October 2006. Prior to Dimatix, Mr. Simone served as chief financial officer of SAP Markets, Inc., a provider of technology platforms and business solutions, from November 2002 to December 2004. Mr. Simone holds a Bachelor of Arts degree in economics from Stanford University and a Masters of Business Administration from The Wharton School of Business at the University of Pennsylvania.

Directors

William J. Harding, Ph.D., has served as a member of our board of directors since October 2008. Dr. Harding has served as a managing director of VantagePoint Capital Partners, a venture capital firm, since October 2007. Before joining VantagePoint, Dr. Harding held several positions including as a managing director of Morgan Stanley & Co., president of Morgan Stanley Venture Partners and a managing member of several venture capital funds affiliated with Morgan Stanley, where he was employed from 1994 through 2007. Dr. Harding also served as an officer in the Military Intelligence Branch of the U.S. Army Reserve. In the last five years, Dr. Harding has served as a director for InterNap Network Services Corporation and Aviza Technology, Inc. Dr. Harding holds a Bachelors of Science degree in engineering mathematics and a Masters of Science degree in Systems Engineering from the University of Arizona and a Ph.D. in engineering from Arizona State University. Dr. Harding brings to our board his extensive prior experience as an investor in technology companies, as well as his prior experience serving on the boards of directors of technology companies. Dr. Harding is a designee of VantagePoint Venture Partners 2006 (Q), L.P.

Lawrence R. Irving has served as a member of our board of directors since January 2011. Mr. Irving has served as the chief financial officer and treasurer of Synchronoss Technologies, Inc., a provider of on-demand transaction, content and connectivity management solutions, since July 2001. Before joining Synchronoss, Mr. Irving served as chief financial officer and treasurer at CommTech

Table of Contents

Corporation from 1998 to 2001. Mr. Irving holds a Bachelors of Business Administration degree in accounting from Pace University and is a certified public accountant. Mr. Irving brings to our board his extensive experience as a senior finance executive in leading public and private high-growth technology companies in the telecommunications and IT industries. Mr. Irving is currently a designee of VantagePoint Capital Partners 2006 (Q), L.P.

Javier Rojas has served as a member of our board of directors since June 2006. Mr. Rojas has served as a managing director of Kennet Partners LLC, a venture capital firm, since December 2000, where he leads their United States investment activities. Before joining Kennet, Mr. Rojas was a managing director of Broadview International and led their west coast software and services practice. Mr. Rojas holds a Bachelors of Science degree in finance from Georgetown University and a Masters of Business Administration from Harvard University. Mr. Rojas brings to our board his extensive prior experience as an investor in technology companies, as well as his prior experience serving on the boards of directors of technology companies. Mr. Rojas is a designee of Kennet II, L.P.

Raymond Smets has served as a member of our board of directors since January 2011. Mr. Smets has served as the vice president and general manager of the wireless networking business unit of Cisco Systems, Inc. since December 2008, where he is responsible for technology and product development for Cisco's 802.11n wireless LAN access point products, controllers and software for management and mobile services solutions. Before joining Cisco Systems, Mr. Smets served from September 2007 to August 2008, as the executive vice president of sales and marketing for Packeteer, Inc., an application classification and traffic prioritization systems provider. Mr. Smets also served as the senior vice president of Netopia, Inc., a provider of carrier-class broadband customer premise equipment, from February 2006 to September 2008. Mr. Smets holds a Bachelors of Science degree in engineering from the University of Florida and a Masters of Business Administration from Nova Southeastern University. Mr. Smets brings to our board his extensive experience as a senior executive leading public and private high-growth technology business teams in the IT telecom, networking and security industries.

Board Composition and Independence

All of our current directors were elected or appointed to our board of directors in accordance with an agreement that we entered into with certain holders of our common stock and holders of our preferred stock, including entities with which certain of our directors are affiliated. The holders of a majority of our common stock, voting as a separate class, have designated Frank Fawzi and Haydar Haba for election to our board of directors. The holders of a majority of our shares of Series C Preferred Stock, voting as a separate class, have designated William Harding for election to our board of directors. The holders of a majority of our shares of Series B Preferred Stock, voting as a separate class, have designated Javier Rojas for election to our board of directors. Lawrence Irving and Raymond Smets were appointed by members of our board of directors to fill vacancies in directorships for independent directors. Upon the completion of this offering, the voting agreement and these board designation rights will terminate.

Upon the completion of this offering, our certificate of incorporation and bylaws will authorize a board of directors of six members. Our board of directors will be divided into three classes with staggered three-year terms as follows:

•: Class I directors will be and , and their terms will expire at the annual general meeting of stockholders to be held in 2012;
•: Class II directors will be and , and their terms will expire at the annual general meeting of stockholders to be held in 2013; and
•: Class III directors will be and , and their terms will expire at the annual general meeting of stockholders to be held in 2014.

Table of Contents

The authorized number of directors may be changed only by resolution of our board of directors. This classification of our board of directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management.

There are no family relationships among any of our current directors or executive officers. Our board of directors has determined that other than Mr. Fawzi, our president and chief executive officer, and Mr. Haba, our founder and chief visionary officer, each of the members of our board of directors is an "independent" director for purposes of the listing requirements and rules and regulations of the New York Stock Exchange or Nasdaq Global Market.

Board Leadership Structure

We do not have a policy on whether the role of the chairperson and chief executive officer should be separated and our board of directors believes that it is currently in the best interest of the company and its stockholders for Mr. Fawzi to serve in both roles, which he has done since October 2007, in light of his knowledge of our company and our industry. Our board of directors believes combining these roles promotes effective leadership and provides the clear focus needed to execute our business strategies and objectives. However, our board of directors does not believe these roles must be combined, and may in the future separate these roles. We do not have a lead independent director. Our board of directors believes it will be able to effectively provide independent oversight of our business and affairs, including the risks facing our company, without an independent chairman or a lead independent director through the composition of our board of directors and committees, the strong leadership of our independent directors and the other corporate governance policies and processes that will be in place upon completion of this offering.

Board Committees

Our board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of our board of directors. Our board of directors has established three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues. Our board of directors has adopted a written charter for each of the standing committees. These charters will be available on our corporate website at www.intelepeer.com following the completion of the offering. We intend to rely on the transition periods provided by applicable stock exchange rules and Rule 10A-3 of the Exchange Act, which provide for phase-in compliance for companies that are listing on the exchange in connection with their initial public offering. As a result, we plan to have our audit, compensation and nominating and governance committees comprised of a majority of independent directors within ninety days of our listing and comprised solely of independent directors within one year of our listing.

Audit Committee. Our audit committee is comprised of Lawrence Irving, the committee chairman, Javier Rojas and Raymond Smets. Each of Mr. Irving and Mr. Smets satisfies the independence requirements of the New York Stock Exchange or Nasdaq Global Market and Rule 10A-3 of the Exchange Act. After the completion of this offering, our audit committee will be directly responsible for, among other things, the appointment, compensation, retention, and management of our independent registered public accounting firm. The committee will be responsible for reviewing the plans and results of the audit engagement with the firm, approving any additional professional services provided by the firm and reviewing the firm's independence. Beginning with our first report on internal control over financial reporting, the committee will also be responsible for discussing the effectiveness of our internal control over financial reporting with the public accounting firm and our relevant financial management. Our board of directors has determined that all of the members of the audit

Table of Contents

committee possess the level of financial literacy required by the applicable rules of the SEC, and that Lawrence Irving is an audit committee financial expert as currently defined by SEC rules.

Compensation Committee. Our compensation committee is comprised of William Harding, the committee chairman, Javier Rojas and Raymond Smets, each of whom satisfies the independence requirements of the New York Stock Exchange or Nasdaq Global Market. In addition, Mr. Smets qualifies as a "non-employee director" under Section 16 of the Exchange Act and an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. After the completion of this offering, the compensation committee will be responsible for, among other things, supervising and reviewing our affairs as they relate to the compensation and benefits of our executive officers. In carrying out these responsibilities, the compensation committee will review all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee is comprised of William Harding and Javier Rojas, each of whom satisfies the independence requirements of the New York Stock Exchange or Nasdaq Global Market. After the completion of this offering, the nominating and corporate governance committee will be responsible for, among other things, identifying individuals qualified to become board members; selecting, or recommending to our board of directors, director nominees for each election of directors; developing and recommending to our board of directors criteria for selecting qualified director candidates; considering committee member qualifications, appointment and removal; recommending corporate governance principles, codes of conduct and compliance mechanisms; and providing oversight in the evaluation of our board of directors and each committee.

Compensation Committee Interlocks and Insider Participation

During 2010, our compensation committee was comprised of Javier Rojas and William Harding. There are no interlocking relationships between our board of directors or compensation committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past. None of our directors who served on our compensation committee during 2010 has served our company or any of our subsidiaries as an officer or employee. In addition, none of our executive officers serves as a member of the board of directors or compensation committee of any entity which has one or more executive officers serving as a member of our board of directors or our compensation committee.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our directors, officers and employees. This code will be available on our corporate website at www.intelepeer.com following the completion of the offering. Any substantive amendment or waiver of the code relating to executive officers or directors will be made only after approval by a committee comprised of a majority of our independent directors and will be disclosed on our website identified above within four business days.

Limitation of Liability and Indemnification

For information concerning limitation of liability and indemnification applicable to our directors, executive officers and, in certain cases, employees, see "Description of Capital Stock—Limitations of Director Liability and Indemnification of Directors, Officers, and Employees" located elsewhere in this prospectus.

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers for 2010 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current considerations, expectations, and determinations regarding our compensation programs. The actual amount and form of compensation and the compensation programs that we adopt in future periods may differ materially from current or planned programs as summarized in this discussion.

Objectives

The compensation committee of our board of directors has overall responsibility for our compensation program for our executive officers. For 2010, our named executive officers were:

•: Frank Fawzi, president, chief executive officer, and chairman of the board of directors;
•: Andre Simone, chief financial officer;
•: Haydar Haba, chief visionary officer;
•: Phillip Bronsdon, senior vice president of engineering, development and operations; and
•: John Belanger, senior vice president of service provider sales.

The compensation committee's objective is to provide a total compensation package for executives that is reasonable, competitive and reflective of corporate and individual performance. The compensation committee's decisions are driven by our desire to recruit and retain highly talented executives and to incentivize and reward aggressive corporate growth, achievement of long-term corporate objectives and individual performance that meets or exceeds our expectations.

Because we operate in a highly competitive market, hiring and retaining officers and other key employees is critically important to our success. As a private company, our ability to provide cash compensation has historically been limited by the needs of the business. Accordingly, the primary component of our incentive compensation program has been the grant and vesting of equity awards. This allowed us conserve cash while still offering key employees the opportunity to share in future gains as we worked towards a liquidity event for our investors, such as an initial public offering of our stock.

As we transition from being a privately-held company to a publicly-traded company, we will evaluate our philosophy and compensation programs as circumstances require. As part of this review process, we will apply our corporate values and objectives to determine the types and levels of compensation required to meet our retention objectives.

Role of Executives in Executive Compensation Decisions

Our compensation committee seeks input and specific recommendations from our chief executive officer when discussing the performance of, and compensation levels for, executives other than himself. The chief executive officer provides recommendations to the compensation committee regarding each executive officer's level of individual achievement other than himself. However, he is not a member of the compensation committee and does not vote.

The compensation committee also works with our chief executive officer, our chief financial officer and the head of our human resources department to evaluate the financial, accounting, tax and retention implications of our various compensation programs. Neither our chief executive officer nor any of our other executives participates in deliberations relating to his or her own compensation.

Table of Contents

Role of Compensation Consultants in Executive Compensation Decisions

The compensation committee has the authority to retain the services of third-party executive compensation specialists in connection with the establishment of cash and equity compensation and related policies. While the compensation committee did not use a compensation consultant in connection with setting 2010 executive compensation, the compensation committee reviewed and considered various market data, including the professional and market experience of our committee members and the Radford Executive Survey and the Survey Totals Report, to assist the committee in establishing compensation levels for our executive officers, with an emphasis on technology companies with revenue in a range similar to ours.

In February 2011, the compensation committee engaged Compensia, Inc., a national compensation consulting firm providing executive compensation advisory services, to assist it in developing a set of executive compensation guiding principles, to evaluate the competitiveness of our executive officers' compensation and to assist the compensation committee in developing a public company-oriented executive compensation program, including the establishment of reference points and guidelines with respect to base salary, incentive compensation and equity compensation. Compensia is engaged by, and serves at the discretion of, the compensation committee. Compensia did not provide any services to us in 2010.

Timing of Compensation Decisions

At the end of each fiscal year, our chief executive officer reviews the performance of the executive officers other than himself and presents his conclusions and recommendations to the compensation committee. At that time and throughout the year, the compensation committee will also evaluate the performance of our chief executive officer, which is measured in substantial part against our financial performance. In the first quarter of the following fiscal year, the compensation committee then assesses the overall effectiveness of our compensation plans against our goals, and determines whether any changes to the allocation of compensation elements, or the structure or level of any particular compensation element, are warranted.

In connection with this process, our compensation committee generally establishes the elements of our performance-based cash bonus plan and determines whether to grant equity awards to our executive officers. With respect to newly hired employees, our practice is typically to approve equity grants at the first meeting of the board of directors following such employee's hire date provided that the board has received a third party valuation of the Company's common stock which incorporates all material information. We do not have any program, plan or practice to time equity award grants in coordination with the release of material non-public information. From time to time, additional equity

Table of Contents

awards may be granted to executive officers during the fiscal year. In May 2011, we granted the following options to named executive officers:

Name				Option Exercise Price ($)

Frank Fawzi	May 3, 2011	—	190,000	$	5.50	May 3, 2021
Andre Simone	May 3, 2011	—	105,000	$	5.50	May 3, 2021
Haydar Haba	May 3, 2011	—	85,000	$	5.50	May 3, 2021
Phil Bronsdon	May 3, 2011	—	55,000	$	5.50	May 3, 2021
John Belanger	May 3, 2011	—	55,000	$	5.50	May 3, 2021

(1): 1/4^th of the total number of shares subject to the option will vest on May 3, 2012, and the remainder will vest in equal monthly installments over a 36-month period thereafter, subject to the grantee's continued service to us on each such vesting date.

Role of the Compensation Committee in Setting Executive Compensation

The compensation committee is responsible for overseeing our executive compensation philosophy and administering our executive compensation program, as well as determining and approving the compensation for our executive officers, including the named executive officers. The compensation committee regularly reports to our full board of directors on its deliberations. Historically, the compensation committee has advised the full board of directors on executive compensation matters, and the board of directors has set compensation levels.

In anticipation of the initial public offering of our stock, the board of directors has delegated authority to make compensation decisions to our compensation committee, as described in the compensation committee charter.

Members of the compensation committee are appointed by the board of directors. Currently, the compensation committee consists of William Harding, Javier Rojas and Raymond Smets, none of whom are executive officers of the Company, and each of whom qualifies as an "independent director" under the standards applicable to our stock exchange listing. In addition, Mr. Smets qualifies as an "outside director" under Section 162(m) of the Code. See "Management—Board Committees—Compensation Committee" above.

The compensation committee will perform, at least annually, a strategic review of the compensation program for our executive officers to determine whether it provides adequate incentives and motivation to our executive officers and whether it adequately compensates them relative to comparable officers in other companies with which we compete for executives.

Table of Contents

Elements of Compensation Program

The compensation package for our named executive officers is composed of the following elements:

•: annual base salary;
•: short-term performance-based cash compensation, in the form of an annual bonus;
•: long-term equity compensation, in the form of stock option grants; and
•: a benefits package that is generally available to all of our employees.

We combine these elements to formulate compensation packages that provide competitive pay, reward achievement of financial, operational and strategic objectives and align the interests of our named executive officers and other senior management personnel with those of our stockholders.

Determining the Amount of Each Element of Compensation

On an annual basis, the compensation committee establishes our executive compensation program, considering such factors as:

•: our short-term and long-term financial and strategic objectives;
•: individual responsibilities and performance;
•: the amount earned by our executive officers in prior years;
•: comparison to other executives within our company having similar levels of expertise and experience;
•: the external competitive market for senior management personnel; and
•: general economic factors and market outlook for the coming year.

The compensation committee believes that the most effective executive compensation program is one that delivers base salary and target incentive compensation at levels generally consistent with market practice, but also provides for opportunities in the form of incremental bonus and long-term equity awards that may result in above market levels if company objectives are exceeded and if executive officers remain for an extended period of time as our employees.

Base Salary

Base salaries represent compensation for performing the basic obligations expected of each executive officer. The compensation committee generally sets annual base salaries at a level which it believes is sufficient to attract and retain the level of executive talent that we believe is necessary to manage and foster our growth and development. Historically, base salaries have approximated the 50th percentile of the competitive market, based primarily on the information set forth in the Radford Technology Survey. However, dependent upon an individual employee's background and experience or performance review, base salaries have also been targeted at the 25th, 75th or 90th percentile of the competitive market. Any changes in base salary are discretionary, and are made by the compensation committee based upon our performance and the responsibilities and continued success of each of our

Table of Contents

executive officers in contributing to that performance. The following table sets forth the guidelines we have historically used in targeting base salaries and setting merit increases:

		Current Salary as Compared to Competitive Market and Suggested Annual Merit Increase for Each Level

Performance Rating	Market Rate Compensation	Less than 85%			85-95%			95-105%			105-110%			110-115%			115-120%
Exceptional	90th Percentile		10.0	%		7.0	%		3.5	%		3.0	%		2.5	%		1.5	%
Exceeds Expectations	75th Percentile		8.0	%		6.0	%		3.0	%		2.5	%		2.0	%		1.0	%
Successfully Meets Expectations	50th Percentile		6.0	%		3.5	%		2.0	%		1.5	%		1.0	%		0.0	%
Occasionally Meets Expectations	25th Percentile		0	%		0	%		0	%		0	%		0	%		0	%
Fails to Meet Requirements	25th Percentile		0	%		0	%		0	%		0	%		0	%		0	%

In January 2011, the annual base salaries for each of our named executive officers for 2011 were set, effective as of January 1, 2011. Each of our executive officers, other than Mr. Belanger, due to the nature of his commission plan as described in greater detail below, received an increase in their base salary based on their individual performance reviews for 2010. Following the engagement of Compensia in March 2011, the compensation committee reviewed the base salaries that had been set in January 2011 and determined to make a change to the base salary arrangement for 2011 for Mr. Fawzi and Mr. Haba. Under Mr. Fawzi's employment agreement with us, upon the completion of this offering, Mr. Fawzi's salary will increase to $442,000 on an annualized basis. In connection with the execution of Mr. Haba's employment agreement with us, Mr. Haba's salary for 2011 increased from $242,459 to $250,459.

The 2010 and 2011 base salaries for our named executive officers are set forth below:

Named Executive Officer	2010 Base Salary		2011 Base Salary

Frank Fawzi	$	375,000	$	412,500	86	%
Andre Simone	$	275,000	$	302,500	91	%
Haydar Haba	$	237,705	$	250,459	105	%
Phil Bronsdon	$	225,000	$	238,500	96	%
John Belanger	$	125,000	$	125,000	n/a

Short-Term Performance-Based Cash Compensation

We use short-term performance-based cash compensation to incentivize performance consistent with our shorter-term corporate financial and strategic objectives while making progress towards our longer-term growth and other goals. The compensation committee determines cash bonus amounts for our executive officers, including the named executive officers, based on achievement of corporate financial targets established in our annual operating plan and individual performance requirements, as described further below.

Each of our executive officers, including our named executive officers, other than Mr. Belanger, who participates in a separate sales commission plan, is eligible to participate in a performance-based cash bonus plan under which he may earn an annual target amount based on achievement of our corporate financial objectives and his individual performance. The corporate performance element accounts for 75 percent of the eligible bonus, and the individual's performance element accounts for the remaining 25 percent. As explained in more detail below, the bonus pool is accrued and funded quarterly based on performance against plan for each of the corporate financial objectives. Payment of any portion of the target bonus attributable to individual performance is dependent upon the executive officer receiving a performance review of no less than "Successfully Meets Expectations." The

Table of Contents

aggregate annual target amounts are computed as a percentage target rate of annual base salary. The target amounts in 2010 for our named executive officers were as follows:

Named Executive Officer

Frank Fawzi	50	%
Andre Simone	50
Haydar Haba	50
Phil Bronsdon	50

For 2010, the compensation committee established the following corporate financial objectives. The annual cash bonus pool was created and funded to support our annual operating plan, to enhance long-term value creation, and to fund annual cash bonus awards. These corporate objectives comprised 75 percent of the target bonus opportunity for 2010, and their relative weightings were as follows:

Corporate Objective

Quarterly Revenue Targets	33.33	%
Quarterly Gross Margin Targets	33.33
Quarterly Adjusted EBITDA Targets	33.33

The quarterly targets for each of the above objectives for 2010 were as follows:

Corporate Objective	Q1		Q2		Q3		Q4

Quarterly Revenue Targets	$	22,309,668	$	25,424,142	$	27,694,706	$	29,866,317
Quarterly Gross Margin Targets		30.5%		29.65%		30.49%		31.05%
Quarterly Adjusted EBITDA Targets	$	704,048	$	583,560	$	1,406,703	$	2,241,280

The compensation committee selected the above measures because it considered them to be appropriate indicators of our success in achieving the objectives expressed and outlined in our annual plan as a private company. We historically calculated Gross Margin as total revenue less peering partner compensation divided by total revenue. We historically calculated Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, change in fair value of warrant liability and stock-based compensation. In 2010, we used Adjusted EBITDA as a key performance measure because we believed it facilitated operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting net interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or fluctuations in permanent differences or discrete quarterly items) and the impact of depreciation and amortization expense on finite-lived intangible assets.

These target levels were based upon expected growth from the prior year, but were set at an amount the compensation committee believed to be reasonably attainable in light of our performance in prior years and our strategic and market outlook for 2010. In the event the minimum performance threshold was not met for any individual corporate quarterly objective, no bonus would be accrued for that specific corporate target for the quarter.

Individual achievement by our named executive officers comprised the remaining 25 percent of the target bonus opportunity for 2010 and was based on each executive officer's 2010 annual performance review. Individual performance for each our named executive officers was assessed by our chief executive officer, other than for himself. The performance of our chief executive officer was assessed by the compensation committee. Performance was evaluated following the end of the year and was based on three major areas of measurement: quality of work performed, quantity of work performed and teamwork/initiative and management effectiveness. Individual performance for our named executive officers, and eligibility for a cash bonus, is ranked on the following scale: "Fails to Meet Expectations,"

100

Table of Contents

"Occasionally Meets Expectations," "Successfully Meets Expectations," "Exceeds Expectations" and "Exceptional."

An executive officer must achieve a ranking of at least "Successfully Meets Expectations" to be eligible for a payment of that portion of the bonus attributable to achievement of individual objectives. Executive officers who rank at "Exceeds Expectations" or "Exceptional" are eligible for a discretionary bonus if reasonable, considering the achievement of our corporate financial objectives.

For 2010, the annualized target bonus pool available to fund the plan was set at $2,269,424, or approximately $567,356 per quarter, divided equally among the three corporate financial objectives. Bonuses accrued quarterly based on actual achievement against plan for each of the financial measures, ranging from 25 percent of the target bonus amount to 150 percent of the target bonus amount, as follows:

Revenue

Performance			Payout Amount

Target minus 10%	25	%	$	47,280
Target minus 5%	62.5			118,199
Target	100			189,119
Target plus 5%	112.5			212,759
Target plus 10%	125			236,399
Target plus 15%	150			283,679

Gross Margin

Performance			Payout Amount

Target minus 5.6%	25	%	$	47,280
Target minus 3.5%	62.5			118,199
Target	100			189,119
Target plus 5%	112.5			212,759
Target plus 7.5%	125			236,399
Target plus 10%	150			283,679

Adjusted EBITDA

Performance			Payout Amount

Target minus 30%	25	%	$	47,280
Target minus 15%	62.5			118,199
Target	100			189,119
Target plus 5%	112.5			212,759
Target plus 10%	125			236,399
Target plus 25%	137.5			260,039
Target plus 50%	150			283,679

Based on the above tables, the maximum annual bonus pool available for 2010 was $3,404,136, or 150 percent of the target amount. For 2010, our corporate financial performance was 118 percent of plan, and the total available pool to be distributed among plan participants was $2,674,542. Based upon our corporate performance and each individual's personal achievement of performance objectives, bonuses were paid in February 2011.

The corporate performance element was directly tied to our annual performance against the designated financial measures. For 2010, the corporate performance element was paid out at

101

Table of Contents

118 percent—accounting for 75 percent of an individual's bonus. For example, if a named executive officer's target bonus was $100,000 for 2010, he or she earned 75 percent of $118,000 (118 percent of $100,000), or $88,500, for the corporate performance element.

The individual performance element was not directly tied to our annual corporate performance, but was instead based on an individual's annual performance review. The individual bonus performance element for top performers is subject to adjustment at the discretion of our chief executive officer, and to board approval. For 2010, participants who achieved an annual performance rating of "Successfully Meets Expectations" were eligible to receive 100 percent of their individual performance element. At the discretion of our chief executive officer, participants who achieved an annual performance rating of "Exceeds Expectations" were eligible to receive 121.5 percent of their individual performance element and participants who achieved an annual performance rating of "Exceptional" were eligible to receive 143 percent of their individual performance element. The plan is budgeted based upon the assumption that all eligible executive officers will achieve requisite performance ratings. Individuals receiving more than 100 percent of their performance element were paid out of bonus amounts not earned by employee participants who performed at a level below "Successfully Meets Expectations." Based on the above, if a named executive officer's target bonus amount was $100,000 for 2010, they would have earned $25,000 for a performance level of "Successfully Meets Expectations," $30,375 for "Exceeds Expectations" or $35,750 for being rated "Exceptional."

The actual bonuses paid to our named executive officers during 2010 are set forth in the Summary Compensation Table below.

For 2011, the compensation committee, in consultation with Compensia, decided to keep the same overall structure for our short-term performance-based cash compensation plan, but decided to replace Gross Margin and Adjusted EBITDA with quarterly Operating Margin, calculated as revenue less total expenses plus stock-based compensation, and annual Unlevered Free Cash Flow, calculated as Adjusted EBITDA less capital expenditures, as target objectives. Quarterly Total Revenue will remain as a target objective for 2011. The 2011 objectives and relative weighting are as follows:

Corporate Objective

Quarterly Revenue Targets	33.33	%
Quarterly Operating Margin Targets	33.33
Annual Unlevered Free Cash Flow Target	33.33

The compensation committee decided to change the objectives for our short-term performance-based cash compensation plan because it believes Operating Margin and Unlevered Free Cash Flow are more representative of our business success and our overall performance, particularly as a public company, and our strategic plans to scale our business while remaining focused on capital efficiency.

In addition, while the target bonus pool dollar amounts have yet to be determined, the compensation committee, upon the recommendation of Compensia, decided (i) to increase the target bonus amount for Mr. Fawzi to 100 percent of his annual base salary and that of Mr. Simone to 65 percent of his annual base salary and (ii) to modify the range such that the maximum target bonus amount that may be achieved for each objective will be 200 percent of the target bonus amounts. These changes were made to better align our compensation with other publicly-traded companies identified by Compensia as comparable companies.

Discretionary Bonus

In addition to payments made under our 2010 short-term performance-based cash compensation plan, our board of directors also awarded a discretionary bonus in the amount of approximately $17,000 to Mr. Fawzi for exceptional performance for 2010. As a result of Mr. Fawzi's leadership, we significantly improved financial and operating performance, positioning us to pursue an initial public

102

Table of Contents

offering. The amount of the discretionary bonus was determined by the board of directors based on the total amount remaining available for distribution under the 2010 bonus pool after distribution to the plan participants.

Sales Commission Plan

Mr. Belanger did not participate in our short-term performance-based cash compensation plan in 2010, but instead participated in a separate sales commission plan. For 2010, Mr. Belanger was paid a fixed percentage on all net profits (revenue multiplied by net margin %) generated by his assigned accounts under the standard sales commission plan applicable to all of our sales professionals. As a result of his position as the leader of our sales team he was also entitled to a separate "override commission," which was a fixed percentage on all net profits generated by accounts not assigned to Mr. Belanger, but instead assigned to sales professionals who report to Mr. Belanger. For both the assigned accounts and the override accounts, the fixed percentage earned by Mr. Belanger increased once total net profits exceeded the net profits achieved during the month of December 2009. The commission percentages for Mr. Belanger for 2010 were as follows:

	Assigned Accounts	Override Accounts

Up to December 2009 Total Monthly Net Profit Achievement	3% of total monthly net profit	0.775% of total monthly net profit
In excess of December 2009 Total Monthly Net Profit Achievement	7% of net profit in excess of December 2009 total monthly net profit	1% of net profit in excess of December 2009 monthly net profit

A fixed percentage was used to make the plan easy to understand and to directly tie Mr. Belanger's compensation to our success. Because our management wanted to incentivize Mr. Belanger to maximize sales of our services and thereby maximize his own compensation, there were no target or maximum amounts established for Mr. Belanger's sales commission plan. Mr. Belanger's actual commission payout for 2010 is set forth in the Summary Compensation Table presented later in this prospectus.

Long-Term Equity Compensation

We use equity awards to motivate and reward our executive officers, including our named executive officers, to encourage long-term corporate performance based on the value of our common stock and to align the interests of our executive officers with those of our stockholders. We believe that stock options, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, provide an appropriate long-term incentive for our executive officers. Stock options reward our executive officers only to the extent that, following their grant date, our stock price increases.

Historically, we have not applied a rigid formula to determine the size of the stock option awards that are granted to our executive officers. Instead, these awards are determined in the judgment of the compensation committee, taking into consideration, among other things, our performance and that of the executive officer during the past year, the prospective role and responsibility of the executive officer, competitive factors, the amount of equity-based compensation held by the executive officer and the cash compensation received by the executive officer. Based on these factors, the compensation committee sets the size of each stock option award at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. There were no equity awards granted to our named executive officers during 2009 or 2010 due to the fact that the equity ownership of our named executive officers had not changed appreciably since our last round of equity financing in 2008. However, our compensation committee did recently review supplemental market studies regarding executive compensation as well as the number of vested options held by key

103

Table of Contents

employees. As a result, in May 2011, the compensation committee granted equity awards to certain of our named executive officers in May 2011, as set forth above in "Timing of Compensation Decisions."

We have not granted any equity awards to our named executive officers other than stock options. Typically, our named executive officers have received an initial stock option grant at the time of hire, with only discretionary additional awards thereafter. We have adopted a long-term equity incentive plan to become effective following the completion of this offering. While this plan provides for a variety of different types of equity awards, we expect that, reflecting our focus on long-term growth, the compensation committee will continue to use stock options as our primary form of long-term incentive compensation.

Exercise Price of Equity Awards

The exercise price of stock options granted to our executives under our equity incentive plans is equal to or greater than the fair market value of our common stock on the grant date. As a privately held company, our board of directors has historically determined the fair market value of our common stock based on various factors, including (1) our recent and historical company performance; (2) our liquidity and cash resources; (3) our projections regarding our future financial results; (4) company developments since the last time option grants were approved by our board of directors; (5) independent third party valuations; (6) the value of comparable companies; and (7) the rights, preferences and privileges of our preferred stock relative to those of our common stock. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock Based Compensation" for further information. Upon the completion of this offering, we will use the market price of our common stock on the date of grant for purposes of establishing the exercise price of stock options.

Other Compensation Policies

Retirement and Other Benefits; Perquisites

Our executive officers, including the named executive officers, are eligible to participate in our tax-qualified Section 401(k) retirement savings plan on the same basis as our other employees who satisfy the plan's eligibility requirements, including requirements relating to age and length of service. Under this plan, participants may elect to make pre-tax contributions of up to 90 percent of their current compensation, not to exceed the applicable statutory income tax limitation, which was $16,500 in 2010.

Additional benefits received by our executive officers, including the named executive officers, include medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance. These benefits are provided on the same basis as to all of our full-time employees. We also maintain a corporate apartment for use by employees visiting our Denver operations, including our named executive officers.

We do not have a formal perquisite policy, and we do not emphasize special perquisites for our executive officers. The compensation committee may periodically review perquisites for our executive officers, particularly in the context of new employment agreements.

Executive Equity Ownership

We encourage our executive officers to hold a significant equity interest in our company. However, we do not have specific share retention and ownership guidelines for our executive officers.

104

Table of Contents

Executive Hedging and Trading

We have adopted a policy that, once we become a publicly traded company following this offering, we will not permit our executive officers to sell short our stock, will prohibit our executive officers from holding our stock in a margin account, and will discourage the purchase and sale of exchange-traded options on our stock by our executive officers.

Compensation Committee Philosophy on Acceleration of Vesting of Equity, Change of Control and Severance Benefits

Pursuant to our agreements with them, certain of our named executive officers may receive certain cash payments, continuation of medical and welfare insurance benefits, and acceleration of vesting under outstanding equity awards in connection with a termination of employment or a change of control or the initial public offering of the company. See "Executive Employment Agreements" and "Potential Payments Upon Termination, Change of Control or Initial Public Offering" below for more information. When establishing these arrangements, the compensation committee believed that they were necessary to attract or retain qualified executives who may have pursued attractive alternatives absent these benefits. With respect to benefits related to a change of control, the board of directors elected to provide for these benefits to partially mitigate the risks that exist for executives working in an environment where there is a potential for a change of control. With respect to benefits related to an initial public offering, the board of directors elected to provide for these benefits to incentivize our executives for the achievement of an initial public offering of the company. The compensation committee sought to provide change of control-related arrangements which would allow executives to focus on the value of strategic alternatives to stockholders without concern for the impact of a change of control on their continued employment.

Effect of Tax and Accounting Treatment on Compensation Decisions

We consider the anticipated accounting and tax implications to us and our executives in determining our compensation programs. However, these factors alone are not dispositive, and we also consider the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives. Section 162(m) of the Code imposes a limit on the amount of compensation that we may deduct in any one year with respect to our chief executive officer and each of our next three most highly compensated executive officers (other than our chief financial officer), unless specific and detailed criteria are satisfied. "Performance-based compensation," as defined in the Code, is fully deductible if the programs are approved by stockholders and meet other requirements. We believe that grants of equity awards under our existing stock plan qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting us to receive a federal income tax deduction in connection with such awards. In general, we have determined that we will not seek to limit executive compensation so that it is deductible under Section 162(m). However, from time to time, we monitor whether it might be in our interests to structure our compensation programs to satisfy the requirements of Section 162(m). We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate goals and therefore our compensation committee has not adopted a policy requiring all compensation to be deductible. Our compensation committee will continue to assess the impact of Section 162(m) on our compensation practices and determine what further action, if any, is appropriate.

We follow the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 for our stock-based compensation awards. ASC 718 requires companies to calculate the grant date "fair value" of their stock-based awards using a variety of assumptions. This calculation is performed for accounting purposes and reported in the compensation tables that accompany this Compensation Discussion and Analysis, even though recipients may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their stock-based

105

Table of Contents

awards in their income statements over the period that an employee is required to render service in exchange for the award.

Analysis of Risk Relating to Our Compensation Programs

After reviewing the various design elements of our compensation programs to determine whether any of their aspects encourage excessive or inappropriate risk-taking, the compensation committee has determined that our compensation programs do not encourage excessive risk or inappropriate risk taking, as our compensation programs have been balanced to focus on our short-and long-term financial and operational performance. The determination was based on the following factors:

•: the base salaries we pay to our employees are set at levels sufficient to match compensation paid by similarly situated companies and are designed to provide a steady income regardless of our stock price performance, which we believe discourages risk taking;
•: our various non-equity incentive compensation programs contain company-wide and individual elements that we believe are attainable without the need to take inappropriate risks or make material changes to our business or strategy;
•: other than payments that may be made under our sales commission plans, which are not capped, the cash payments that may be made to our employees under our non-equity incentive compensation programs are subject to maximum limits, which we believe mitigates the risks our employees may take; and
•: equity grants to participants under our equity incentive plans generally vest over a period of four years, which we believe discourages excessive or inappropriate short-term risk taking.

Summary Compensation Table

The following table sets forth the total compensation earned for services rendered by our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers whose total compensation for the year ended December 31, 2010 was in excess of $100,000 and who were serving as executive officers at the end of that fiscal year. The listed individuals are referred to herein as our "named executive officers."

106

Table of Contents

SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2010

Name and Principal Position			Salary		Bonus			Non-Equity Incentive Plan Compensation			Total

Frank Fawzi		2010	$	375,000	$	17,031	(1)	$	232,969	(2)	$	625,000
	President, Chief Executive Officer and Chairman
Andre Simone		2010		275,000		—			170,586	(2)		445,586
	Chief Financial Officer, Secretary
Haydar Haba		2010		237,705		—			136,675	(2)		374,380
	Chief Visionary Officer
Phil Bronsdon		2010		225,000		—			133,523	(2)		358,523
	Senior Vice President, Engineering, Development and Operations
John Belanger		2010		125,000		—			324,555	(3)		449,555
	Senior Vice President, Service Provider Sales

(1): Represents an amount awarded to Mr. Fawzi as a discretionary bonus by our board of directors for exceptional performance in 2010.
(2): Represents cash compensation paid to our named executive officers under our short-term performance-based cash compensation plan for the year ended December 31, 2010.
(3): Represents the total performance-based commissions earned by Mr. Belanger pursuant to his sales commission plan for the year ended December 31, 2010.

See discussion of the material terms of the employment agreements for each of the named executive officers under the heading "Executive Employment Agreements," below.

Grants of Plan-Based Awards

The following table sets forth certain information with grants of non-equity incentive plan-based awards granted during the year ended December 31, 2010 to our named executive officers:

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2010

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)

Name	Plan Adoption Date		Threshold		Target		Maximum
Frank Fawzi		May 7, 2010	$	46,875	$	187,500	$	281,250
Andre Simone		May 7, 2010		34,375		137,500		206,250
Haydar Haba		May 7, 2010		29,713		118,852		178,279
Phil Bronsdon		May 7, 2010		28,125		112,500		168,750
John Belanger(2)				—		—		—

(1): We award non-equity incentive plan compensation under our short-term performance-based cash compensation plan, as described above under the section entitled "Compensation Discussion and Analysis." The figures listed represent amounts that could have been earned for the year ended December 31, 2010. The actual amount earned by each named executive officer for 2010 is set forth above in the Summary Compensation Table.
(2): Mr. Belanger does not participate in our short-term performance-based cash compensation plan and has a separate commission plan as described above under the section entitled "Compensation Discussion and Analysis."

107

Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2010

The following table sets forth certain information with respect to the unexercised options held by our named executive officers as of December 31, 2010:

Name					Option Exercise Price ($)

Frank Fawzi	5/10/2007	(1)	218,809	—	$	0.39	5/10/2017
	2/14/2008	(2)	1,978,802	520,739		0.14	2/14/2018
	2/14/2008	(3)	428,571	—		0.14	2/14/2018
	12/11/2008	(4)	104,159	104,160		0.44	12/11/2018
Andre Simone	5/10/2007	(5)	798,463	34,717		0.39	5/10/2017
	2/14/2008	(6)	840,139	249,772		0.14	2/14/2018
	12/11/2008	(7)	104,159	104,160		0.44	12/11/2018
Haydar Haba	5/28/2004	(8)	85,890	—		0.815	5/28/2011
	8/18/2004	(9)	42,945	—		0.815	8/18/2011
	5/10/2007	(10)	—	459,299		0.39	5/10/2017
	2/14/2008	(11)	367,476	109,251		0.14	2/14/2018
	12/11/2008	(12)	104,159	104,160		0.44	12/11/2018
John Belanger	5/28/2004	(13)	27,112	—		0.815	5/28/2011
	8/4/2004	(14)	300,000	—		0.815	8/4/2011
	8/18/2004	(15)	15,338	—		0.815	8/18/2011
	1/15/2005	(16)	243,684	—		0.95	1/15/2012
	5/10/2007	(17)	100,000	—		0.39	5/10/2017
	2/14/2008	(18)	78,881	23,452		0.14	2/14/2018
Phillip Bronsdon	10/15/2007	(19)	81,249	18,751		0.39	10/15/2017
	2/14/2008	(20)	478,809	142,350		0.14	2/14/2018
	12/11/2008	(21)	34,719	34,720		0.44	12/11/2018

(1): 1/2 of the total number of shares issued pursuant to the option vested on May 10, 2007, and the remainder vested in equal monthly installments over an 18-month period thereafter.
(2): 1/48^th of the total number of shares subject to the option vest monthly commencing November 1, 2007, subject to Mr. Fawzi's continued service to us on each such vesting date, with all shares subject to the option being vested by September 30, 2011.
(3): 1/12^th of the total number of shares subject to the option vested monthly commencing November 1, 2007 with all shares subject to the option having vested by September 30, 2008.
(4): 1/4^th of the total number of shares subject to the option vested on December 11, 2009, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Fawzi's continued service to us on each such vesting date.
(5): 1/4^th of the total number of shares subject to the option vested on February 5, 2008, and the remainder vested in equal monthly installments over a 36-month period thereafter, subject to Mr. Simone's continued service to us on each such vesting date.
(6): 1/48^th of the total number of shares subject to the option vest monthly commencing November 14, 2007, subject to Mr. Simone's continued service to us on each such vesting date.
(7): 1/4^th of the total number of shares subject to the option vested on December 11, 2009, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Simone's continued service to us on each such vesting date.

108

Table of Contents

(8): 100 percent of the total number of shares subject to the option vested on May 28, 2004.
(9): 100 percent of the total number of shares subject to the option vested on August 18, 2004.
(10): 100 percent of the total number of shares subject to the option vest upon the earlier to occur of (i) a change of control of us in which the holders of our Series B preferred stock receive consideration with a fair market value of at least $7.374 per share of Series B preferred stock (as adjusted for stock splits, combinations and the like) or (ii) the initial public offering of our common stock, pursuant to which a share of our Series B preferred stock (or our common stock upon conversion thereof) has a fair market value of at least $7.374 per share (as adjusted for stock splits, combinations and the like), in each case subject to Mr. Haba's continued service to us on either such occurrence.
(11): 1/4^th of the total number of shares subject to the option vested on November 14, 2008, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Haba's continued service to us on each such vesting date.
(12): 1/4^th of the total number of shares subject to the option vested on December 11, 2009, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Haba's continued service to us on each such vesting date.
(13): 100 percent of the total number of shares subject to the option vested on May 28, 2004.
(14): 1/3^rd of the total number of shares subject to the option vested on August 4, 2004, 1/3^rd of the total number of shares subject to the option vested upon our attaining of $833,333 in collected monthly GAAP revenue for two consecutive fiscal months following the date of grant and the remaining 1/3^rd of the total number of shares subject to the option vested upon our attaining of $2,083,333 in collected monthly GAAP revenue for two consecutive fiscal months following the date of grant.
(15): 100 percent of the total number of shares subject to the option vested on August 18, 2004.
(16): 1/24^th of the total number of shares subject to the option vested monthly commencing in the month of our attaining of $833,333 in collected monthly GAAP revenue for two consecutive fiscal months following the date of grant.
(17): 100 percent of the total number of shares subject to the option vested on May 16, 2007.
(18): 1/4^th of the total number of shares subject to the option vested on November 14, 2008, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Belanger's continued service to us on each such vesting date.
(19): 1/4^th of the total number of shares subject to the option vested on September 6, 2008, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Bronsdon's continued service to us on each such vesting date.
(20): 1/4^th of the total number of shares subject to the option vested on November 14, 2008, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Bronsdon's continued service to us on each such vesting date.
(21): 1/4^th of the total number of shares subject to the option vested on December 11, 2009, and the remainder vest in equal monthly installments over a 36-month period thereafter, subject to Mr. Bronsdon's continued service to us on each such vesting date.

109

Table of Contents

Option Exercises and Stock Vested

None of our named executive officers exercised options, or became vested in shares of stock subject to stock awards, during the year ended December 31, 2010.

Pension Benefits

We do not maintain any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Potential Payments upon Termination, Change of Control or Initial Public Offering

Our named executive officers are eligible to receive certain payments and benefits in connection with the following events pursuant to the terms of their employment agreements, offer letter agreements and/or option agreements. The terms "cause," "termination without cause," "resignation for good reason" and "change of control" as used below have the meanings given to them in the applicable agreements with us which we have filed as exhibits to the registration statement on Form S-1 of which this prospectus is a part. The term "cause" generally includes the executive's refusal to perform assigned duties, acts of willful misconduct, personal dishonesty intended to result in substantial personal enrichment and felony convictions or other willful acts which have a material adverse effect on us. The terms "involuntary termination without cause" and "resignation for good reason" generally mean the executive's resignation in connection with the occurrence of certain events, which generally include a disproportionate salary reduction, materially adverse changes in responsibilities, an involuntary relocation of greater than a certain number of miles or our material breach of the executive's employment agreement. The term "change of control" generally means the acquisition of our company pursuant to which our stockholders prior to the event do not retain at least a majority of our outstanding voting securities after such event, or the sale of all or substantially all of our assets.

Termination without Cause, Resignation for Good Reason and Death or Permanent Disability

Upon his involuntary termination without cause, his resignation for good reason or his death or permanent disability (as defined in his agreement), Mr. Fawzi will be entitled to receive continuation of his then annual base salary over a 12-month period paid in accordance with our then existing payroll schedule, plus a lump sum cash payment equal to the pro rata amount of his corresponding annual target bonus amount. In addition, Mr. Fawzi will be entitled to continuation of health and other benefits, including coverage under our directors and officers liability insurance policy, for a six-month period. If such involuntary termination without cause or resignation for good reason occurs within 24 months following a change of control, Mr. Fawzi will be entitled to receive a lump sum cash payment equal to 100 percent of his then annual base salary plus a pro rata amount of his corresponding annual target bonus amount. In addition, 100 percent of any then unvested equity awards will vest at the time of such termination without cause or resignation for good reason, and Mr. Fawzi will be entitled to continuation of health and other benefits, including coverage under our director's and officer's liability insurance policy, for a period of 12 months. Mr. Fawzi's right to receive the foregoing benefits is subject to his execution of a release of claims against us.

Upon his involuntary termination without cause, his resignation for good reason or his death or permanent disability (as defined in his agreement), Mr. Simone will be entitled to receive continuation of his then annual base salary over a six-month period paid in accordance with our then existing payroll schedule, plus a lump sum cash payment equal to the pro rata amount of his corresponding annual target bonus amount. In addition, Mr. Simone will be entitled to continuation of health and other benefits, including coverage under our directors and officers liability insurance policy, for a six-month

110

Table of Contents

period. If such involuntary termination without cause or resignation for good reason occurs within 24 months following a change of control, Mr. Simone will be entitled to receive a lump sum cash payment equal to 100 percent of his then annual base salary plus a pro rata amount of his corresponding annual target bonus amount. In addition, 100 percent of any then unvested equity awards will vest at the time of such termination without cause or resignation for good reason, and Mr. Simone will be entitled to continuation of health and other benefits, including coverage under our directors and officers liability insurance policy, for a period of 12 months. Mr. Simone's right to receive the foregoing benefits is subject to his execution of a release of claims against us.

Upon his involuntary termination without cause or his resignation for good reason (as defined in his agreement), Mr. Haba will be entitled to receive continuation of his then annual base salary over a 12-month period paid in accordance with our then existing payroll schedule, plus a lump sum cash payment equal to the pro rata amount of his corresponding annual target bonus amount. In addition, Mr. Haba will be entitled to continuation of health and other benefits, including coverage under our directors and officers liability insurance policy, for a six-month period. If such involuntary termination without cause or resignation for good reason occurs within 24 months following a change of control, Mr. Haba will be entitled to receive a lump sum cash payment equal to 100 percent of his then annual base salary plus a pro rata amount of his corresponding annual target bonus amount. In addition, 100 percent of any then unvested equity awards will vest at the time of such termination without cause or resignation for good reason, and Mr. Haba will be entitled to continuation of health and other benefits, including coverage under our directors and officers liability insurance policy, for a period of 12 months. Mr. Haba's right to receive the foregoing benefits is subject to his execution of a release of claims against us.

Neither Mr. Belanger nor Mr. Bronsdon will be entitled to any payments upon termination without cause or for resignation for good reason.

The following table presents our estimate of the dollar value of the payments and benefits payable to our named executive officers upon the occurrence of a termination without cause or resignation for good reason in the circumstances noted below, assuming that such event occurred on December 31, 2010:

Name	Event	Cash Severance Payment		Continuation of Benefits (1)		Value of Option Acceleration (2)

Frank Fawzi(3)	Termination without Cause in Absence of Change of Control(4)	$	375,000	$	8,100	$	—
	Termination without Cause within 24 months after Change of Control(5)		562,500		16,200		2,080,911
	Resignation for Good Reason in Absence of Change of Control(4)		375,000		8,100		—
	Resignation for Good Reason within 24 months after Change of Control(5)		562,500		16,200		2,080,911
Andre Simone(3)	Termination without Cause in Absence of Change of Control(6)	$	137,500	$	—	$	—
	Termination without Cause within 12 months after Change of Control(6)		137,500		—		1,273,706
	Resignation for Good Reason in Absence of Change of Control		—		—		—
	Resignation for Good Reason within 12 months after Change of Control(6)		137,500		—		1,273,706

111

Table of Contents

Name	Event	Cash Severance Payment		Continuation of Benefits (1)		Value of Option Acceleration (2)

Haydar Haba(3)	Termination without Cause in Absence of Change of Control(7)	$	356,558	$	16,200	$	—
	Termination without Cause within 24 months after Change of Control(8)		713,315		16,200		2,127,687
	Resignation for Good Reason in Absence of Change of Control(7)		356,558		16,200		—
	Resignation for Good Reason within 24 months after Change of Control(8)		713,315		16,200		2,127,687
John Belanger	Termination without Cause in Absence of Change of Control		—		—		—
	Termination without Cause in connection with Change of Control		—		—		—
	Resignation for Good Reason in Absence of Change of Control		—		—		—
	Resignation for Good Reason following Change of Control		—		—		—
Phillip Bronsdon	Termination without Cause in Absence of Change of Control		—		—		—
	Termination without Cause in connection with Change of Control		—		—		—
	Resignation for Good Reason in Absence of Change of Control		—		—		—
	Resignation for Good Reason following Change of Control		—		—		—

(1): Represents the aggregate value of continuation of health insurance benefits after the date of termination. For the purposes of this calculation, expected costs have not been adjusted for any likelihood that the executives will find other employment.
(2): Represents the aggregate value of the accelerated vesting of the named executive officer's unvested stock options. With respect to each option award, amounts were calculated by multiplying (i) the difference between the fair market value of our common stock on December 31, 2010, $3.52, and the applicable exercise price of such option award by (ii) the assumed number of option shares subject to such award vesting on an accelerated basis on December 31, 2010.
(3): The respective rights of Messrs. Fawzi, Simone and Haba to receive the listed benefits are subject to such person's execution of a release of claims against us.
(4): Cash severance for Mr. Fawzi, as of December 31, 2010, was equal to 50 percent of his annual base salary at December 31, 2010, plus his annual bonus target amount of $187,500 for fiscal year 2010. Cash severance payable to Mr. Fawzi related to salary was payable over six months pursuant to regular payroll procedures. Cash severance payable to Mr. Fawzi related to bonus amounts was payable in a lump sum.
(5): Cash severance for Mr. Fawzi, as of December 31, 2010, was equal to his annual base salary at December 31, 2010, plus his annual bonus target amount of $187,500 for fiscal year 2010, and was payable in a lump sum.
(6): Cash severance for Mr. Simone, as of December 31, 2010, was equal to 50 percent of his annual base salary at December 31, 2010 and was payable over six months pursuant to regular payroll procedures.
(7): Cash severance for Mr. Haba, as of December 31, 2010, was equal to his annual base salary at December 31, 2010, plus his annual bonus target amount of $118,853 for fiscal year 2010, and was payable in a lump sum.
(8): Cash severance for Mr. Haba, as of December 31, 2010, was equal to 300 percent of his annual base salary at December 31, 2010 and was payable in a lump sum. Mr. Haba's salary and the terms of Mr. Haba's severance were changed in May 2011. For additional information, see "Executive Employment Agreements—Haydar Haba" located elsewhere in this prospectus.

Change of Control or Initial Public Offering

Certain of our stock option award agreements with our named executive officers provide that 100 percent of the shares of common stock subject to such option agreements will vest immediately prior to a change of control or the initial public offering of our securities. In addition, in the event of a change of control, Mr. Simone's offer letter agreement, as amended, calls for the acceleration of

112

Table of Contents

100 percent of the unvested options subject to the option grant Mr. Simone received in connection with the entering into of his offer letter agreement.

The following table presents our estimate of the dollar value of the payments and benefits payable to our named executive officers in connection with a change of control or initial public offering of securities, assuming that such event occurred on December 31, 2010:

Name	Event

Frank Fawzi	Change of Control	$2,080,911
	Initial Public Offering	1,760,098
Andre Simone	Change of Control	1,273,706
	Initial Public Offering	—
Haydar Haba⁽²⁾	Change of Control	320,813
	Initial Public Offering	—
John Belanger	Change of Control	—
	Initial Public Offering	—
Phillip Bronsdon	Change of Control	106,936
	Initial Public Offering	—

(1): Represents the aggregate value of the accelerated vesting of the named executive officer's unvested stock options. With respect to each option award, amounts were calculated by multiplying (i) the difference between the fair market value of our common stock on December 31, 2010, $3.52, and the applicable exercise price of such option award by (ii) the assumed number of option shares subject to such award vesting on an accelerated basis on December 31, 2010. For any award with a purchase price greater than $3.52, no additional value is represented by the acceleration of outstanding unvested options subject to such award.
(2): Mr. Haba is entitled to acceleration of certain options held by him in the event the price of our common stock exceeds $7.374 per share following the completion of our initial public offering or in the event of a change of control of us in which the holders of our Series B preferred stock receive consideration with a fair market value of at least $7.374 per share.

Neither of the above tables includes:

•: any accrued benefits that were earned and payable as of December 31, 2010, including bonuses deemed earned by the executive pursuant to the terms of our 2010 short-term performance-based cash compensation plan;
•: payments and benefits to the extent they are provided generally to all salaried employees and do not discriminate in scope, terms or operation in favor of our named executive officers; or
•: the value to the executive of the continuing right to indemnification and continuing coverage under our directors' and officers' liability insurance, if applicable.

Executive Employment Agreements

We have entered into employment agreements or offer letter agreements with each of our named executive officers, which are summarized below. For additional information regarding executive bonuses and severance and/or other benefits to be payable in connection with a named executive officer's termination, resignation for good reason or in connection with a change of control and/or the initial public offering of our securities, see the sections under the heading "Executive Compensation" entitled "Compensation Discussion and Analysis," and "Potential Payments upon Termination, Change of Control or Initial Public Offering," respectively. For additional information regarding equity awards, see the tables under the heading "Executive Compensation" entitled "Summary Compensation Table," "Grants of Plan-Based Awards" and "Outstanding Awards at Fiscal Year-End."

113

Table of Contents

Frank Fawzi

We entered into an amended and restated employment agreement with Mr. Fawzi in May 2011 to serve as our president, chief executive officer and chairman of the board. The agreement provides Mr. Fawzi's annual base salary is $412,500, subject to increase to $442,000 in the event of the initial public offering of our securities on a national securities exchange. Mr. Fawzi's annual base salary is to be reviewed on at least an annual basis and may be increased, but not decreased, as determined by the board. In addition, Mr. Fawzi is eligible to participate in our annual short-term performance based cash compensation plan with an annual target of 100 percent of his then annual base salary. The agreement has no specific term and constitutes at-will employment. Pursuant to the agreement, each of Mr. Fawzi's previously granted equity awards shall continue to vest subject to their original terms; provided, however, that the post-termination exercise period for each of his grants, notwithstanding the terms of each such grant, shall be extended to a term that is the shorter of three years following Mr. Fawzi's termination for any reason other than for cause (as defined in the agreement) or the expiration date of the respective option grant. Pursuant to the agreement, Mr. Fawzi has agreed that for one year following the termination of his employment with us for any reason, he will not, without our prior written consent, directly or indirectly, induce or attempt to induce any person who is an employee or contractor of us or any of our affiliates to terminate his or her relationship with us or any of our affiliates. In addition to participating in the Company's standard benefit plans, Mr. Fawzi's agreement also provides for certain severance and/or other benefits to be payable in connection with his termination, resignation for good reason, or in connection with a change of control and/or the initial public offering of our securities. See "Potential Payments upon Termination, Change of Control or Initial Public Offering" above.

Andre Simone

We entered into an amended and restated employment agreement with Mr. Simone in May 2011 to serve as our chief financial officer. The agreement provides Mr. Simone's annual base salary is $302,500, subject to review on at least an annual basis, and may be increased, but not decreased, as determined by the board. In addition, Mr. Simone is eligible to participate in our annual short-term performance based cash compensation plan with an annual target of 65 percent of his then annual base salary. The agreement has no specific term and constitutes at-will employment. Pursuant to the agreement, each of Mr. Simone's previously granted equity awards shall continue to vest subject to their original terms; provided, however, that the post-termination exercise period for each of his grants, notwithstanding the terms of each such grant, shall be extended to a term that is the shorter of twelve months following Mr. Simone's termination for any reason other than for cause (as defined in the agreement) or the expiration date of the respective option grant. Pursuant to the agreement, Mr. Simone has agreed that for one year following the termination of his employment with us for any reason, he will not, without our prior written consent, directly or indirectly, induce or attempt to induce any person who is an employee or contractor of us or any of our affiliates to terminate his or her relationship with us or any of our affiliates. In addition to participating in the Company's standard benefit plans, Mr. Simone's agreement also provides for certain severance and/or other benefits to be payable in connection with his termination, resignation for good reason, or in connection with a change of control and/or the initial public offering of our securities. See "Potential Payments upon Termination, Change of Control or Initial Public Offering" above.

Haydar Haba

We entered into an amended and restated employment agreement with Mr. Haba in May 2011 to serve as our chief visionary officer. The agreement provides Mr. Haba's annual base salary is $250,459, subject to review on at least an annual basis, and may be increased, but not decreased, as determined by the board. In addition, Mr. Haba is eligible to participate in our annual short-term performance

114

Table of Contents

based cash compensation plan with an annual target of 50 percent of his then annual base salary. The agreement has no specific term and constitutes at-will employment. Pursuant to the agreement, each of Mr. Haba's previously granted equity awards shall continue to vest subject to their original terms; provided, however, that the post-termination exercise period for each of his grants, notwithstanding the terms of each such grant, shall be extended to a term that is the shorter of twelve months following Mr. Haba's termination for any reason other than for cause (as defined in the agreement) or the expiration date of the respective option grant. Pursuant to the agreement, Mr. Haba has agreed that for one year following the termination of his employment with us for any reason, he will not, without our prior written consent, directly or indirectly, induce or attempt to induce any person who is an employee or contractor of us or any of our affiliates to terminate his or her relationship with us or any of our affiliates. In addition to participating in the Company's standard benefit plans, Mr. Haba's agreement also provides for certain severance and/or other benefits to be payable in connection with his termination, resignation for good reason, or in connection with a change of control and/or the initial public offering of our securities. See "Potential Payments upon Termination, Change of Control or Initial Public Offering" above.

John Belanger

We entered into an offer letter agreement with Mr. Belanger to serve as our vice president of sales and marketing, dated December 10, 2003. Mr. Belanger was subsequently appointed as our senior vice president of service provider sales. Mr. Belanger's annual base salary was initially $120,000 which has subsequently been raised to $125,000. Under the terms of the agreement, Mr. Belanger is eligible to participate in a commission plan on such terms as our board of directors may determine. See "Compensation Discussion and Analysis—Elements of Executive Compensation—Sales Commission Plan" above. The agreement also contemplates that Mr. Belanger will receive an initial option grant as provided therein. The agreement does not provide for any severance and/or other benefits to be payable in connection with his termination, resignation for good reason or in connection with a change of control and/or the initial public offering of our securities.

Phillip Bronsdon

We entered into an offer letter agreement with Mr. Bronsdon to serve as our vice president of operations, dated August 21, 2007. Mr. Bronsdon was subsequently appointed as our senior vice president of engineering, development and operations. Mr. Bronsdon's annual base salary was initially $175,000 which has subsequently been raised to $238,500. Under the terms of the agreement, Mr. Bronsdon is eligible to receive an annual performance bonus of up to 50 percent of his annual base salary based upon achievement of individual performance goals to be agreed upon by us and Mr. Bronsdon as well as company performance goals to be determined by our board of directors. The agreement contemplates that Mr. Bronsdon will receive an initial option grant as provided therein. The agreement does not provide for any severance and/or other benefits to be payable in connection with his termination, resignation for good reason or in connection with a change of control and/or the initial public offering of our securities.

Director Compensation

To date, and other than as set forth in the following disclosure, we have not compensated our non-employee directors for their services as directors. We do reimburse both employee and non-employee directors for reasonable travel and lodging expenses incurred by them to attend our board and committee meetings.

On February 7, 2011, Raymond Smets received an option grant to purchase 100,000 shares of our common stock at an exercise price equal to $3.52 per share, the fair market value of our common stock on the grant date, as determined by our board of directors. Pursuant to our letter agreement with

115

Table of Contents

Mr. Smets dated January 11, 2011, Mr. Smets receives a $25,000 annual retainer for his services as a director.

On February 7, 2011, Lawrence Irving received an option grant to purchase 100,000 shares of our common stock at an exercise price equal to $3.52 per share, the fair market value of our common stock on the grant date, as determined by our board of directors. Pursuant to our letter agreement with Mr. Irving dated January 26, 2011, Mr. Irving receives a $35,000 annual retainer for his services as a director.

On the day after completion of this offering, Javier Rojas and William Harding will each receive an option grant under our 2011 Equity Incentive Plan, or 2011 Equity Plan, to purchase 100,000 shares of our common stock with an exercise price per share equal to the fair market value of our common stock on the date of grant.

Beginning upon the completion of this offering, all of our non-employee directors will be eligible to receive cash compensation of $25,000 per year for service as a director. The chair of our audit committee will be entitled to receive an additional $15,000 per year, the chair of our compensation committee entitled to receive an additional $10,000 per year and the chair of our nominating and corporate governance committee entitled to an additional $7,500 per year. Other members of the audit committee will be entitled to receive an additional $10,000 per year, other members of the compensation committee entitled to an additional $5,000 per year and other members of the nominating and corporate governance committee entitled to an additional $3,000 per year. Additionally, all non-employee directors will also be eligible to receive an option grant under our 2011 Equity Plan to purchase 25,000 shares of our common stock with an exercise price per share equal to the fair market value of our common stock on the date of grant, which will be the first day after the Company holds its annual meeting. We will continue to reimburse all directors for reasonable travel and lodging expenses incurred by them to attend our board and board committee meetings.

Employee Benefit Plans

Amended and Restated 2003 Stock Option and Restricted Stock Plan

On June 10, 2003, our board of directors adopted, and the Company's stockholders later approved, our 2003 Stock Option and Restricted Stock Plan and on May 10, 2007, such plan was amended and restated. The Amended and Restated 2003 Stock Option and Restricted Stock Plan, or 2003 Stock Plan, provides for the grant of incentive and nonstatutory stock options and stock purchase right awards to employees, consultants and members of our board of directors or of any of parent or subsidiary corporation of ours. However, only options have been granted under the 2003 Stock Plan.

Subject to adjustment in the event of certain changes in capital structure, the maximum aggregate number of shares of common stock authorized for issuance under the 2003 Stock Plan is 18,529,587. As of December 31, 2010, options were outstanding under the 2003 Stock Plan and outside the plan to purchase 14,722,328 shares of common stock, at a weighted average exercise price of $0.455 per share, and 758,808 shares remained available for future grant. Shares subject to awards that expire, are forfeited or otherwise terminate will again be available for grant under the 2003 Stock Plan.

Our board of directors will terminate the 2003 Stock Plan effective upon the closing of this offering, and no additional options or other equity awards may be granted under the 2003 Stock Plan following its termination. However, options granted under the 2003 Stock Plan prior to its termination will remain outstanding until they are either exercised or expire.

2011 Equity Incentive Plan

Our 2011 Equity Plan was approved by our board of directors and our stockholders in May 2011.

116

Table of Contents

The number of shares of our common stock that has been initially authorized and reserved for issuance under the 2011 Equity Plan is equal to the total number of shares still available for issuance under the 2003 Stock Plan as of the closing of this offering. This reserve will automatically increase on January 1, 2012 and each subsequent anniversary through 2020, by an amount equal to the smaller of (a) 4.0 percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the board. The reserve will also increase automatically by the number of any shares subject to awards outstanding under the 2003 Stock Plan which expire or are cancelled or forfeited after the closing of this offering. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the 2011 Equity Plan and in outstanding awards to prevent dilution or enlargement of participants' rights in the event of a stock split or other change in our capital structure. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2011 Equity Plan. The shares available will not be reduced by awards settled in cash or by shares withheld to satisfy tax withholding obligations. Only the net number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2011 Equity Plan.

The 2011 Equity Plan will be administered by the compensation committee of our board of directors. Awards may be granted under the 2011 Equity Plan to our employees, including officers, directors, or consultants or those of any present or future parent or subsidiary or other affiliated entity. While we may grant incentive stock options only to employees, we may grant nonstatutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock-based awards to any eligible participant.

In the event of a change of control as described in the 2011 Equity Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2011 Equity Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change of control or are not exercised or settled prior to the change of control will terminate effective as of the time of the change of control. The compensation committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the board of directors who are not employees will automatically be accelerated in full. The 2011 Equity Plan also authorizes the compensation committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change of control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change of control transaction over the exercise price per share, if any, under the award.

401(k) Plan

Through our relationship with Trinet, we offer our employees a defined contribution employee retirement plan, or 401(k) plan. Our executive officers are also eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The plan provides that each participant may contribute up to the statutory limit, which is $16,500 for calendar year 2011. Participants that are 50 years or older can also make "catch-up" contributions, which in calendar year 2011 may be up to an additional $5,500 above the statutory limit. The plan permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. In fiscal year 2010, we did not make any discretionary or matching contributions on behalf of our named executive officers.

117

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Person Transactions

All future transactions, if any, between us and our officers, directors and principal stockholders and their affiliates, as well as any transactions between us and any entity with which our officers, directors or principal stockholders are affiliated will be reviewed and approved or ratified in accordance with policies and procedures that our board of directors intends to adopt effective upon the completion of this offering. Such policies and procedures will require that related person transactions be approved by the audit committee or our board of directors or otherwise in accordance with the then applicable SEC, NYSE or Nasdaq rules and regulations governing the approval of such transactions. These policies and procedures have not been and will not be applied to the transactions described below.

Related Person Transactions

Since January 1, 2008, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any current or former director, executive officer, holder of more than five percent of our capital stock, any member of the immediate family of or any entities affiliated with any of the foregoing persons or entities affiliated with them, had or will have a direct or indirect material interest, other than as described above under the heading "Executive Compensation" and in the transactions described below.

Securities Issued to Insiders

On June 5, 2008, June 17, 2008, and August 1, 2008 we collectively issued and sold an aggregate principal amount of $2,050,000 of subordinated convertible promissory notes that accrued interest at a rate of eight percent per annum. As described below, on October 31, 2008, all outstanding principal and interest, equal to an aggregate amount of $2,117,003, converted into shares of our Series C preferred stock. The table below summarizes purchases of these convertible promissory notes by our directors, executive officers, holders of more than five percent of any class of our voting securities, and any member of the immediate family of or any entities affiliated with any of the foregoing persons.

Purchasers		Principal Amount of Notes

Entities affiliated with Kennet II L.P.(1)		$1,193,798
Entities affiliated with IVS Fund II K/S(2)		457,364
Entities affiliated with EDF Ventures III, Limited Partnership(3)		348,837

(1): Consists of $1,188,472 principal amount purchased by Kennet II L.P. and $5,326 principal amount purchased by King Street Partners L.P. Javier Rojas is a managing director of Kennet Partners LLC, and is a member of our board of directors. Kennet Capital Management (Jersey) LTD. is the manager of each of Kennet II L.P. and King Street Partners L.P.
(2): Consists of $304,909 principal amount purchased by IVS Fund II K/S and $152,455 principal amount purchased by IVS A/S.
(3): Consists of $313,954 principal amount purchased by EDF Ventures III, Limited Partnership and $34,883 principal amount purchased by EDF Ventures III Sidecar, Limited Partnership.

On October 31, 2008, we issued and sold an aggregate of 17,541,050 shares of our Series C preferred stock at a per share price of approximately $1.0597 with respect to shares purchased for cash and a per share price of approximately $0.8478 with respect to shares issued upon conversion of outstanding debt, for aggregate consideration of approximately $18.1 million (approximately $2.1 million via conversion of debt and $16.0 million in cash). The table below summarizes purchases of shares of our Series C preferred stock by our directors, executive officers, holders of more than five percent of any class of our voting securities, and any member of the immediate family of or any entities

118

Table of Contents

affiliated with any of the foregoing persons. In connection with these sales, we granted the purchasers certain registration rights with respect to their securities. See "Description of Capital Stock—Registration Rights." Each outstanding share of our Series C preferred stock will be converted automatically into one share of our common stock immediately prior to the completion of this offering.

Purchasers		Aggregate Purchase Price⁽¹⁾

VantagePoint Venture Partners 2006(Q), L.P.(2)	15,049,776	$15,948,248
Entities affiliated with IVS Fund II K/S(3)	555,815	471,198
Entities affiliated with Kennet II L.P.(4)	1,450,771	1,229,906
Entities affiliated with EDF Ventures III, Limited Partnership(5)	423,926	359,388

(1): Payment via cash and conversion of outstanding debt at a 20 percent discount to the cash purchase price.
(2): William J. Harding is a member of VantagePoint Venture Associates 2006, LLC, the general partner of VantagePoint Venture Partners 2006(Q), L.P., and is a member of our board of directors.
(3): Consists of 185,272 shares purchased by IVS A/S and 370,543 shares purchased by IVS Fund II K/S.
(4): Consists of 1,444,299 shares purchased by Kennet II L.P. and 6,472 shares purchased King Street Partners L.P. Javier Rojas is a managing director of Kennet Partners LLC, and is a member of our board of directors. Kennet Capital Management (Jersey) LTD. is the manager of each of Kennet II L.P. and King Street Partners L.P.
(5): Consists of 381,534 shares purchased by EDF Ventures III, Limited Partnership and 42,392 shares purchased EDF Ventures III Sidecar, Limited Partnership.

Amended and Restated Registration Rights Agreement

We have entered into a registration rights agreement with the purchasers of our outstanding convertible preferred stock, including entities with which certain of our directors are affiliated, and certain holders of our outstanding common stock, including certain of our executive officers. As of December 31, 2010, the holders of up to 59,431,206 shares of our common stock, including the common stock issuable upon the conversion of our preferred stock and upon the exercise of warrants, are entitled to rights with respect to the registration of their shares following this offering under the Securities Act. For a description of these registration rights and other registration rights held by certain holders of our common stock, see "Description of Capital Stock—Registration Rights."

Indemnification Agreements

We have entered into, or will enter into, an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. See "Description of Capital Stock—Limitations of Director Liability and Indemnification of Directors, Officers, and Employees."

Offer Letters

We have entered into employment agreements and proprietary information and inventions agreements with our executive officers. For more information regarding these agreements, see "Executive Compensation—Executive Employment Agreements."

Indebtedness of Management

In June 2006, we issued an aggregate of 769,320 shares of our common stock to Fawzi Common Stock, Inc., an entity affiliated with Frank Fawzi, our chief executive officer and chairman, in exchange for a promissory note in the original principal amount of $932,493. Interest on the note originally accrued at a rate of 5.06% per annum, and the note had an initial maturity date of the earlier of

119

Table of Contents

(i) June 30, 2011 or (ii) the day immediately prior to a public offering. The note was a non-recourse note and was secured by a pledge of the 769,320 shares of common stock. In May 2007, in accordance with its terms, the note was amended to reduce the principal to $788,058 to reflect a reduction in the value of the shares of common stock following a reduction in the conversion price of our Series B preferred stock. In December 2010, the note was amended in order to change the interest rate to 0.32% per annum and to change the maturity date to the earlier of (i) June 30, 2012 or (ii) the day immediately prior to a public offering. The largest aggregate amount of indebtedness outstanding pursuant to the note was $983,771, which represented the full amount of principal and accrued interest outstanding at May 4, 2011, the date the note was repaid in full.

Recent Stock Sales

On May 4, 2011, certain of our executive officers or their affiliates sold an aggregate of 727,274 shares of our common stock to an institutional investor. The institutional investor was not previously a company stockholder or an affiliate of a company stockholder. All transactions were completed at a price per share of $5.50. The transaction for Fawzi Common Stock, Inc., an entity affiliated with Frank Fawzi, our chief executive officer and chairman, allowed Fawzi Common Stock, Inc. to satisfy the indebtedness owed by Fawzi Common Stock, Inc. to us in an amount equal to $983,737, and tax liability associated with gains on the sale of such shares.

Fawzi Common Stock, Inc. sold an aggregate of 280,238 shares, representing approximately 6.2 percent of the 4,517,574 shares then beneficially owned by Mr. Fawzi, including shares subject to options held by Mr. Fawzi that were then exercisable or exercisable within 60 days of the date of such transaction.

Mr. Simone sold an aggregate of 47,146 shares, representing approximately 2.4 percent of the 2,000,857 shares then beneficially owned by Mr. Simone, including shares subject to options held by Mr. Simone that were then exercisable or exercisable within 60 days of the date of such transaction.

Mr. Haba sold an aggregate of 81,685 shares, representing approximately 2.0 percent of the 4,079,808 shares then beneficially owned by Mr. Haba, including shares subject to options held by Mr. Haba that were then exercisable or exercisable within 60 days of the date of such transaction.

The institutional investor that purchased the shares of common stock sold by Messrs. Fawzi, Simone and Haba has entered into a lock-up agreement with the underwriters, and the shares of common stock that were purchased are subject to the restrictions contained in such lock-up agreement, which are described elsewhere in this prospectus. See "Underwriting."

120

Table of Contents

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of March 31, 2011 for:

•: each person, or group of affiliated persons, known to us to beneficially own more than five percent of our common stock;
•: each of our directors;
•: each of our named executive officers;
•: all of our directors and executive officers as a group; and
•: each of the selling stockholders.

The information in the following table has been presented in accordance with the rules of the SEC. Under the SEC's rules, beneficial ownership of a class of capital stock includes any shares of such class as to which a person, directly or indirectly, has or shares voting power or investment power and also any shares as to which a person has the right to acquire such voting or investment power within 60 days following March 31, 2011 through the exercise of any stock option, warrant or other right. Except as otherwise noted, unvested options granted under our 2003 Stock Plan are not immediately exercisable and therefore are not considered beneficially owned by their holder. If two or more persons share voting power or investment power with respect to specific securities, each such person is deemed to be the beneficial owner of such securities. Except as we otherwise indicate below and subject to applicable community property laws, we believe that the beneficial owners of the common stock listed below, based on information they have furnished to us, have sole voting and investment power with respect to the shares shown. Unless otherwise noted below, the address for each holder listed below is c/o IntelePeer, Inc., 2855 Campus Drive, Suite 200, San Mateo, CA 94403.

For purposes of calculating beneficial ownership, we have assumed that:

•: as of March 31, 2011, 53,483,915 shares of common stock were outstanding, assuming the conversion of all of our outstanding convertible preferred stock, which will occur immediately prior to the completion of this offering; and
•: we will issue shares of common stock in the offering (assuming the underwriters do not exercise their over-allotment option).

Because the selling stockholders may offer all or a portion of the shares at any time and from time to time after the date hereof, no estimate can be made of the number of shares that each selling stockholder may retain upon completing the offering. Assuming all of the shares offered hereunder are sold by the selling stockholders, after completing the offering, none of the selling stockholders will own

121

Table of Contents

more than one percent of the shares of common stock outstanding except as noted below. Beneficial ownership after the offering will depend on the number of shares sold by each selling stockholder.

		Number of Shares Beneficially Owned				Percent Beneficially Owned

		Number of Shares Beneficially Owned				Percent Beneficially Owned				Total Shares Offered if Over- Allotment is Exercised
Name and Address of Beneficial Owner		Before Offering		After Offering	Number of Shares Offered	Before Offering			After Offering	Total Shares Offered if Over- Allotment is Exercised
5% Stockholders:
	VantagePoint Venture Partners 2006(Q), L.P.(1)		15,049,776				28.1	%
	Entities affiliated with Kennet II L.P.(2)		15,049,776				28.1	%
	Entities affiliated with IVS Fund II K/S(3)		5,765,821				10.8	%
	Entities affiliated with EDF Ventures III, Limited Partnership(4)		4,397,660				8.2	%
	Frank M. Fawzi(5)		4,517,574				8.0	%
	Haydar Haba(6)		3,478,458				6.4	%
Directors and Executive Officers:
	Frank M. Fawzi(5)		4,517,574				8.0	%
	Shaun Andrews(7)		125,000				*
	John Belanger(8)		775,675				1.4	%
	Phillip Bronsdon(9)		677,133				1.3	%
	Haydar Haba(6)		3,478,458				6.4	%
	Margaret Norton(10)		437,249				*
	Andre Simone(11)		2,000,857				3.6	%
	William J. Harding		—				*
	Lawrence Irving		—				—
	Javier Rojas		—				—
	Raymond Smets		—				—
All Directors and Executive Officers as a Group (11 persons)(12)			12,011,946				19.6	%
Additional Selling Stockholders:

*: Represents beneficial ownership of less than one percent.
(1): The General Partner of VantagePoint Venture Partners 2006(Q), L.P. is VantagePoint Venture Associates 2006, LLC. Due to his authority as a Managing Member of VantagePoint Venture Associates 2006, LLC, Alan E. Salzman may be deemed to have beneficial ownership over shares held by VantagePoint Venture Partners 2006(Q), L.P. Mr. Salzman disclaims beneficial ownership except to the extent of his pecuniary interest in those shares. The address for each VantagePoint entity and for Mr. Salzman is 1001 Bayhill Drive, Suite 300, San Bruno, CA 94066.
(2): Includes 14,982,634 shares held by Kennet II L.P., or KII; and 67,142 shares held by King Street Partners L.P., or KSP. Pursuant to a management agreement, Kennet Capital Management (Jersey) Limited, or KCMJL, has sole voting and investment power over the shares held by KII and KSP. KCMJL is a wholly owned subsidiary of Kennet Partners LLP. The board of directors of KCMJL consists of Michael Harrop and Jane Stammers, who share such voting and investment power. KCMJL has appointed Javier Rojas, an affiliate of Kennet Partners LLP and a limited partner of KSP, as its representative to the Company's board of directors. Each of Michael Harrop, Jane Stammers and Javier Rojas disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares. The address of KCMJL is 47 Esplanade, St. Helier, Jersey JE1 0BD Channel Islands.
(3): Includes (i) 3,843,880 shares held by IVS Fund II K/S and (ii) 1,921,941 shares held by IVS A/S. The Board of Directors of IVS A/S has sole voting power over the shares held by IVS Fund II K/S and IVS A/S. The board of directors of IVS A/S consists of Lars Bruhn, Peter Aagaard, Soren Fogtdal, Preben Mejer, and Frank Ewald, who share such voting and investment power. Each of Lars Bruhn, Peter Aagaard, Soren Fogtdal, Preben Mejer, and Frank Ewald disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares.

122

Table of Contents

(4): Includes (i) 3,957,898 shares held by EDF Ventures III, Limited Partnership and (ii) 439,762 shares held by EDF Ventures III Sidecar, Limited Partnership. The general partner of EDF Ventures III, Limited Partnership is Enterprise Ventures III, Limited Partnership of which the general partner is EDM III, Inc. The general partner of EDF Ventures III Sidecar, Limited Partnership is Enterprise Ventures III Sidecar, Limited Partnership of which the general partner is EDM III Sidecar, Inc. Mary Campbell and Mike Devries collectively own all of the outstanding equity interests of each of EDM III, Inc. and EDM III Sidecar, Inc. and collectively have ultimate voting power over the Company's shares held by EDF Ventures III, Limited Partnership and EDF Ventures III Sidecar, Limited Partnership. Each of Mary Campbell and Mike Devries disclaim beneficial ownership except to the extent of his or her pecuniary interest in these shares.
(5): Includes (i) 769,320 shares held by Fawzi Common Stock, Inc., and (ii) 3,272,280 shares issuable upon exercise of options exercisable within 60 days following March 31, 2011. Frank Fawzi has sole control over the shares held by Fawzi Common Stock, Inc.
(6): Includes (i) 671,830 shares issuable upon exercise of options and 2,454 shares issuable upon exercise of a warrant, all of which are exercisable within 60 days following March 31, 2011 and (ii) 2,156,210 shares held by UIS LLC of which Mr. Haba is the managing member. An additional 459,299 of Mr. Haba's options shall become exercisable in the event the fair market value of our common stock exceeds $7.374 per share following the completion of our initial public offering, subject to his continuous service to the Company.
(7): Represents 125,000 shares issuable upon options exercisable within 60 days following March 31, 2011.
(8): Represents 775,675 shares issuable upon options exercisable within 60 days following March 31, 2011.
(9): Includes 677,133 shares issuable upon options exercisable within 60 days following March 31, 2011.
(10): Represents 437,249 shares issuable upon options exercisable within 60 days following March 31, 2011.
(11): Includes 1,912,711 shares issuable upon options exercisable within 60 days following March 31, 2011.
(12): See note (5) through (11). Includes 7,874,832 shares issuable pursuant to options or warrants exercisable within 60 days following March 31, 2011.

123

Table of Contents

DESCRIPTION OF CAPITAL STOCK

General

Upon completion of this offering, our authorized capital stock will consist of 200,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value per share.

The following description of the material provisions of our capital stock and our charter and bylaws is only a summary, does not purport to be complete and is qualified by applicable law and the full provisions of our charter and bylaws. You should refer to our charter and bylaws as in effect upon the closing of this offering, which are included as exhibits to the registration statement of which this prospectus is a part.

Common Stock

As of March 31, 2011, there were 53,483,915 shares of our common stock outstanding and held of record by 57 stockholders. The foregoing assumes the automatic conversion of all of our outstanding convertible preferred stock into shares of our common stock, which will occur immediately prior to the completion of this offering. All of the outstanding shares of our common stock are fully paid and nonassessable. The rights, preferences and privileges of the holders of our common stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.

Voting Rights. Holders of common stock are entitled to one vote per share on any matter to be voted upon by stockholders. All shares of common stock rank equally as to voting and all other matters. The shares of common stock have no preemptive or conversion rights, no redemption or sinking fund provisions, are not liable for further call or assessment and are not entitled to cumulative voting rights.

Dividend Rights. For as long as such stock is outstanding, the holders of common stock are entitled to receive ratably any dividends when and as declared from time to time by our board of directors out of funds legally available for dividends. We currently intend to retain all future earnings for the operation and expansion of our business and do not anticipate paying cash dividends on the common stock in the foreseeable future.

Liquidation Rights. Upon a liquidation or dissolution of our company, whether voluntary or involuntary, creditors will be paid before any distribution to holders of our common stock. After such distribution, and subject to the liquidation preferences of any outstanding preferred stock, holders of common stock are entitled to receive a pro rata distribution per share of any excess amount.

Preferred Stock

Immediately prior to the completion of this offering, and assuming there are no exercises of outstanding warrants after March 31, 2011, all outstanding shares of our preferred stock will be automatically converted into an aggregate of 43,139,866 shares of common stock provided that the aggregate offering price of the shares offered in this offering equals or exceeds $50,000,000 and the per share offering price is at least $3.1791.

Undesignated Preferred Stock. Under our charter, as it will be amended and restated effective upon the completion of this offering, our board of directors has authority to issue undesignated preferred stock without stockholder approval. Our board of directors may also determine or alter for each class of preferred stock the voting powers, designations, preferences, and special rights, qualifications, limitations, or restrictions as permitted by law. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. Issuing preferred stock provides flexibility in

124

Table of Contents

connection with possible acquisitions and other corporate purposes, but could also, among other things, have the effect of delaying, deferring or preventing a change of control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock.

Warrants

Immediately following the completion of this offering, there will be outstanding and held of record by eleven holders warrants to purchase 1,867,134 shares of our common stock, assuming no voluntary exercise of any of these warrants prior to the completion of this offering. This total includes warrants to purchase 1,082,404 shares of our preferred stock that will convert into warrants to purchase the same number of shares of our common stock upon the conversion of our preferred stock into common stock as a result of the offering. The warrants that will remain outstanding following the completion of this offering have a weighted average exercise price of $0.83 per share and have termination dates that range from October 4, 2011 to May 5, 2020.

Registration Rights

Immediately prior to this offering all outstanding shares of our preferred stock will be converted into shares of our common stock and all outstanding warrants to purchase shares of our preferred stock will become exercisable for shares of our common stock. After the completion of this offering, certain holders of our common stock and warrants exercisable for our common stock, assuming exercise of such warrants, will be entitled to rights with respect to the registration of their shares under the Securities Act. These registration rights are contained in our Registration Rights Agreement, dated as of October 31, 2008, as amended by Amendment No. 1 thereto, dated April 15, 2009, and Amendment No. 2 thereto, dated May 5, 2010, or the Registration Rights Agreement, and are described in additional detail below.

In connection with this offering, each securityholder that has registration rights has entered into lock-up agreements or is otherwise subject to contractual restrictions pursuant to which they have agreed not to transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, for a period of at least 180 days after the date of this prospectus, which is subject to extension in some circumstances, as described under the heading "Underwriting."

Registration Rights Agreement

The registration rights provided for in the Registration Rights Agreement, will expire seven years following the completion of this offering, or, with respect to any particular securityholder, when such securityholder is able to sell all of its shares pursuant to Rule 144 of the Securities Act or a similar exemption during any 90-day period. Subject to certain conditions, we will pay the registration expenses of the holders of the shares registered pursuant to the registrations described below. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include in the offering.

Demand Registration Rights. After the completion of this offering, the holders of an aggregate of 47,228,017 shares of our common stock will be entitled to certain demand registration rights. Any time after October 1, 2011, the holders of at least a majority of these shares can, on not more than two occasions, request that we register all or a portion of their shares. The request for registration must cover at least that number of shares with an anticipated aggregate offering price, of at least $50,000,000. If in the good faith judgment of our board of directors, we determine that it would be seriously detrimental to us and to our stockholders to effect such a demand registration, we have the right to defer such registration, not more than once in any one-year period, for a period of up to 120 days.

125

Table of Contents

Piggyback Registration Rights. In connection with this offering, the holders of an aggregate of 59,431,206 shares of our common stock were entitled to, and the necessary percentage of holders waived, their rights to notice of this offering and to include their shares of registrable securities in this offering. Following the date of this offering, in the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other securityholders, the holders of these shares will be entitled to certain "piggyback" registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration related to a company stock plan, the exchange of securities in certain corporate reorganizations or certain other transactions, the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

S-3 Registration Rights. After the completion of this offering, the holders of an aggregate of 47,228,017 shares of our common stock may make a written request that we register their shares on Form S-3. We are obligated to effect such registration on Form S-3 if we are eligible to file a registration statement on Form S-3, the request is made by the holders of not less than 30 percent of the registrable securities then outstanding, and the request covers at least that number of shares with an anticipated aggregate offering price of at least $1,000,000. These holders may make an unlimited number of requests for registration on Form S-3. However, we will not be required to effect a registration on Form S-3 if in the good faith judgment of our board of directors, we determine that it would be seriously detrimental to us and to our stockholders to effect such a Form S-3 registration, in which case we have the right to defer such registration for not more than 120 days from the date of request, provided that we have not utilized this right more than twice in any 12-month period.

Anti-Takeover Matters

Certificate of Incorporation and Bylaw Provisions

Our amended and restated certificate of incorporation and bylaws to be in effect upon the closing of this offering will include a number of provisions that may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. They are intended to enhance our long-term value to our stockholders by increasing the likelihood of continued stability in the composition of our board of directors and its policies and discouraging certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. These provisions include the items described below.

Board Composition and Filling Vacancies. Our board of directors shall be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. In addition, because our stockholders will not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our amended and restated bylaws will provide that directors may be removed only for cause by the affirmative vote of the holders of a majority of the voting power of all the outstanding shares of capital stock entitled to vote generally in the election of directors voting together as a single class. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board of directors, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum.

126

Table of Contents

No Written Consent of Stockholders. Our amended and restated certificate of incorporation will provide that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting.

Meetings of Stockholders. Our amended and restated bylaws will provide that only our board of directors, the chairman of the board, the chief executive officer or the president may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our amended and restated bylaws will limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

Advance Notice Requirements. Our amended and restated bylaws will establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the amended and restated bylaws.

Amendment to Bylaws and Certificate of Incorporation. As required by the Delaware General Corporation Law, or DGCL, any amendment of our certificate of incorporation must first be approved by a majority of our board of directors and, if required by law or our certificate of incorporation, thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment, and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to management of our business, stockholder action, directors, limitation of liability and the amendment of our bylaws and certificate of incorporation must be approved by no less than 66²/3 percent of the voting power of all of the shares of capital stock issued and outstanding and entitled to vote generally in any election of directors, voting together as a single class. Our bylaws may be amended by the affirmative vote of a majority vote of the directors then in office, subject to any limitations set forth in the bylaws; and may also be amended by the affirmative vote of at least 66²/3 percent of the voting power of all of the shares of capital stock issued and outstanding and entitled to vote generally in any election of directors, voting together as a single class.

Blank Check Preferred Stock. Our amended and restated certificate of incorporation will provide for 5,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our company or our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our amended and restated certificate of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring, or preventing a change of control of us.

127

Table of Contents

Limitations of Director Liability and Indemnification of Directors, Officers and Employees

As permitted by the DGCL, provisions in our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon the closing of this offering will limit or substantially eliminate the personal liability of our directors. Consequently, directors will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

•: any breach of the director's duty of loyalty to us or our stockholders;
•: any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•: any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or
•: any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies, such as an injunction or rescission.

In addition, our amended and restated bylaws will provide that:

•: we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees, to the fullest extent permitted by the DGCL, subject to limited exceptions, including an exception for indemnification in connection with a proceeding (or counterclaim) initiated by such persons; and
•: we will advance expenses, including attorneys' fees, to our directors and, in the discretion of our board of directors, certain officers and employees, in connection with legal proceedings, subject to limited exceptions.

We have entered into indemnification agreements with each of our executive officers and directors. These agreements provide that, subject to limited exceptions and among other things, we will indemnify each of our executive officers and directors to the fullest extent permitted by law and advance expenses to each indemnitee in connection with any proceeding in which a right to indemnification is available.

We also intend to maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers, or persons who control us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the indemnification agreements and the insurance policy are necessary to attract and retain talented and experienced directors and officers.

At present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

128

Table of Contents

Exchange Listing

Before the date of this prospectus, there has been no public market for our common stock. We intend to apply to have our common stock approved for listing on the New York Stock Exchange or Nasdaq Global Market, subject to notice of issuance, under the symbol "PEER."

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare, Inc.

129

Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

Prior to our initial public offering, there has not been a public market for shares of our common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the exercise of outstanding options and warrants, in the public market after this offering, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future.

Upon the closing of this offering, and assuming that there are no exercises of outstanding options or warrants after March 31, 2011 and assuming the underwriters do not exercise their over-allotment option, we will have outstanding an aggregate of approximately shares of common stock. Of these shares, shares of common stock to be sold in this offering, plus an additional shares if the underwriters exercise their over-allotment option in full, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless the shares are held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act.

The remaining shares of our common stock outstanding after this offering are restricted securities, as such term is defined in Rule 144 under the Securities Act. These shares were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or sold in accordance with Rule 144 or Rule 701 under the Securities Act, each of which is discussed below. In addition, the holders of substantially all of our currently outstanding shares of our common stock are subject to lock-up agreements or other contractual restrictions under which they have agreed not to transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, for a period of at least 180 days after the date of this prospectus, which is subject to extension in some circumstances, as discussed under the heading "Underwriting."

As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701, the shares of our common stock (excluding the shares to be sold in this offering) will be available for sale in the public market as follows:

•: substantially all of such shares will be subject to lock-up agreements and will not be eligible for immediate sale upon the completion of this offering; and
•: all of such shares will be eligible for sale under Rule 144 or Rule 701 upon expiration of lock-up agreements 180 days after the date of this offering, subject to any extension of the lock-up period under circumstances described under the heading "Underwriting," and provided that certain shares held by affiliates will be subject to volume limitations and other requirements of Rule 144 described below.

Rule 144

In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate, has not been our affiliate for the previous three months, and who has beneficially owned shares of our common stock for at least six months, may sell all such shares. An affiliate or a person who has been our affiliate within the previous 90 days, and who has beneficially owned shares of our common stock for at least six months, may sell within any three-month period a number of shares that does not exceed the greater of:

•: one percent of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering, assuming no exercise of the underwriters' over-allotment option and based upon the number of shares of our common stock outstanding as of March 31, 2011; or

130

Table of Contents

•: the average weekly trading volume of our common stock on the New York Stock Exchange or Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale, and subject to the lock-up agreements described below. Sales under Rule 144 by affiliates or persons who have been affiliates within the previous 90 days are also subject to manner of sale provisions and notice requirements.

Rule 701

In general, under Rule 701 as currently in effect, any of our employees, directors, consultants or advisors who purchased shares from us in connection with a compensatory stock or option plan or other written agreement in a transaction before the effective date of this offering that was completed in reliance on Rule 701 and complied with the requirements of Rule 701 will, subject to the lock-up agreements described below, be eligible to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.

Registration Rights

Upon completion of this offering, the holders of shares of our common stock outstanding and/or issued upon the automatic conversion of our preferred stock upon the closing of our initial public offering, and the holders of shares of our common stock issuable upon exercise of outstanding warrants will be entitled to various rights with respect to the registration of these shares under the Securities Act. Subject to the lock-up agreements described below, registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration statement for such shares, subject to restrictions imposed on shares held by affiliates. See "Description of Capital Stock—Registration Rights" for additional information.

Registration Statement on Form S-8

We intend to file one or more registration statements on Form S-8 under the Securities Act covering up to shares of common stock reserved for issuance under our Amended and Restated 2003 Stock Option and Restricted Stock Plan and our 2011 Equity Plan. These registration statements are expected to be filed soon after the date of this prospectus and will automatically become effective upon filing. Accordingly, after expiration of lock-up agreements 180 days after the date of this offering, subject to any extension of the lock-up period under circumstances described under the heading "Underwriting," shares registered under such registration statements will be available for sale in the public market, unless such shares are subject to vesting restrictions with us and requirements that apply to affiliates under Rule 144 described above.

Lock-up Agreements

For a description of the lock-up agreements with the underwriters that restrict sales of shares by us, our officers and directors, all of the selling stockholders and substantially all of our other securityholders, see the information under the heading "Underwriting."

131

Table of Contents

MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a discussion of the material U.S. federal income and estate tax consequences to non-U.S. holders with respect to their ownership and disposition of our common stock issued pursuant to this offering. In general, a "non-U.S. holder" is any beneficial owner of our common stock who is not, for U.S. federal income tax purposes:

•: an individual who is a citizen or resident of the United States;
•: a corporation or any other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;
•: an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust, if (i) a U.S. court can exercise primary supervision over the administration of the trust and one or more U.S. persons can control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person in effect.

Generally, an individual may be treated as a resident of the United States in any calendar year for U.S. federal income tax purposes by, among other ways, being present in the United States for at least 31 days in that calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For purposes of this calculation, such individual would count all of the days in which the individual was present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year. Residents are taxed for U.S. federal income tax purposes as if they were citizens of the United States.

This discussion is based on current provisions of the Internal Revenue Code, U.S. Treasury Regulations promulgated under the Internal Revenue Code, judicial opinions, published positions of the Internal Revenue Service, or IRS, and all other applicable authorities, all of which are subject to change, possibly with retroactive effect. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position or that any such contrary position would not be sustained by a court. This discussion assumes that the non-U.S. holder will hold our common stock as a capital asset (generally property held for investment).

This discussion does not address all aspects of U.S. federal income and estate taxation or any aspects of state, local, or non-U.S. taxation, nor does it consider any specific facts or circumstances that may apply to particular non-U.S. holders that may be subject to special treatment under the U.S. federal income tax laws, such as:

•: insurance companies;
•: tax-exempt organizations;
•: financial institutions;
•: regulated investment companies;
•: tax-qualified retirement plans;
•: brokers or dealers in securities;
•: investors that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment;
•: controlled foreign corporations;

132

Table of Contents

•: passive foreign investment companies; and
•: U.S. expatriates.

If a partnership or any other entity taxed as a partnership for U.S. federal income tax purposes is a beneficial owner of our common stock, the treatment of a partner in the partnership or other entity taxed as a partnership will generally depend upon the status of the equity owner of such partnership or entity taxed as a partnership and the activities of the partnership or other entity taxed as a partnership. Accordingly, partnerships and entities taxed as a partnership that hold our common stock and owners in such partnerships or other entities taxed as a partnership are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of acquiring, owning or disposing of our common stock.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK, AS WELL AS THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSIDERATIONS OF ACQUIRING, OWNING AND DISPOSING OF SHARES OF COMMON STOCK.

Dividends

As described above under the heading "Dividend Policy," we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital and will first reduce the recipient's adjusted tax basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock as described below under the heading "Gain on Sale or Other Disposition of Common Stock."

Dividends paid to a non-U.S. holder will be subject to U.S. federal withholding tax at a rate equal to 30 percent of the gross amount of the dividend, or a lower rate prescribed by an applicable income tax treaty, unless the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment maintained by the non-U.S. holder). Under applicable Treasury Regulations, a non-U.S. holder will be required to satisfy certain certification requirements, generally on IRS Form W-8BEN (or applicable successor form), directly or through an intermediary, in order to claim a reduced rate of withholding under an applicable income tax treaty. If tax is withheld in an amount in excess of the amount prescribed by an applicable income tax treaty, a refund of the excess amount may be obtained by timely filing an appropriate claim for refund with the IRS.

Dividends that are effectively connected with such a U.S. trade or business (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment maintained by the recipient) will not be subject to U.S. withholding tax if the non-U.S. holder files the required forms, usually an IRS Form W-8ECI (or applicable successor form), with the payor of the dividend, but instead will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a resident of the United States. A corporate non-U.S. holder that receives effectively connected dividends may be subject to an additional branch profits tax at a rate of 30 percent, or a lower rate prescribed by an applicable income tax treaty, with respect to effectively connected dividends.

133

Table of Contents

Gain on Sale or Other Disposition of Common Stock

A non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of the non-U.S. holder's shares of common stock unless:

•: the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment or a fixed base maintained by the non-U.S. holder), in which case the non-U.S. holder generally will be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates and, if the non-U.S. holder is a corporation, the branch profits tax may apply, at a 30 percent rate or such lower rate as may be specified by an applicable income tax treaty;
•: the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met, in which case the non-U.S. holder will be required to pay a flat 30 percent tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such non-U.S. holder's country of residence) on the net gain derived from the disposition, which tax may be offset by U.S. source capital losses, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses; or
•: our common stock constitutes a U.S. real property interest by reason of our status as a "United States real property holding corporation," or USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the non-U.S. holder's holding period for our common stock.

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively held more than five percent of our common stock at any time during the shorter of the five-year period preceding the disposition or the non-U.S. holder's holding period for our common stock. We expect our common stock to be regularly traded on an established securities market, although we cannot guarantee that it will be so traded.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends on our common stock, the name and address of the recipient and the amount, if any, of tax withheld. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected dividends or withholding was reduced by an applicable income tax treaty. Under tax treaties or other agreements, the IRS may make its reports available to tax authorities in the recipient's country of residence.

Dividend payments made to a non-U.S. holder that is not an exempt recipient generally will be subject to backup withholding, currently at a rate of 28 percent, unless a non-U.S. holder certifies as to its foreign status, which certification may be made on IRS Form W-8BEN. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Proceeds from the disposition of common stock by a non-U.S. holder effected by or through a U.S. office of a broker will be subject to information reporting and backup withholding, currently at a rate of 28 percent of the gross proceeds, unless the non-U.S. holder certifies to the payor under penalties of

134

Table of Contents

perjury as to, among other things, its address and status as a non-U.S. holder or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding will not apply to a payment of disposition proceeds if the transaction is effected outside the United States by or through a non-U.S. office of a broker. However, if the broker is, for U.S. federal income tax purposes, a U.S. person, a controlled foreign corporation, a foreign person who derives 50 percent or more of its gross income for specified periods from the conduct of a U.S. trade or business, a specified U.S. branch of a foreign bank or insurance company or a foreign partnership with certain connections to the United States, information reporting but not backup withholding will apply unless the broker has documentary evidence in its files that the holder is a non-U.S. holder and other conditions are met; or the holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Rather, the amount of tax withheld is applied to the U.S. federal income tax liability of persons subject to backup withholding. If backup withholding results in an overpayment of U.S. federal income taxes, a refund may be obtained, provided the required documents are timely filed with the IRS.

Recent Legislation Relating to Foreign Accounts

Recently enacted legislation generally will impose a U.S. federal withholding tax of 30 percent on dividends and the gross proceeds of a disposition of our common stock paid after December 31, 2012 to a "foreign financial institution" (as specifically defined for this purpose) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). The legislation also will generally impose a U.S. federal withholding tax of 30 percent on dividends and the gross proceeds of a disposition of our common stock paid after December 31, 2012 to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding direct and indirect U.S. owners of the entity. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Holders are encouraged to consult with their own tax advisors regarding the possible implications of the legislation on their investment in our common stock.

Estate Tax

Our common stock owned or treated as owned by an individual who is not a citizen or resident of the United States (as specifically defined for U.S. federal estate tax purposes) at the time of death will be includible in the individual's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

135

Table of Contents

UNDERWRITING

We and the selling stockholders are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Barclays Capital Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters. We and the selling stockholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling stockholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name		Number of Shares

J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Barclays Capital Inc.
RBC Capital Markets, LLC
William Blair & Company, L.L.C.

Total

The underwriters are committed to purchase all the shares of common stock offered by us and the selling stockholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the shares of common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of five percent of the shares of common stock offered in this offering.

The underwriters have an option to buy up to additional shares of common stock from us and the selling stockholders to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us and the selling stockholders per share of common stock. The underwriting fee is $ per share.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are

136

Table of Contents

shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

			Total

		Per share	Without over-allotment exercise	With full over-allotment exercise
Public offering price		$	$	$
Underwriting discounts and commissions to be paid by:
	Us	$	$	$
	The selling stockholders	$	$	$
Proceeds, before expenses, to us		$	$	$
Proceeds, before expenses, to selling stockholders		$	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and any shares of our common stock issued upon the exercise of options granted under our existing equity incentive plans. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Our directors and executive officers, and certain of our significant stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock

137

Table of Contents

(including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We intend to apply to have our common stock approved for listing/quotation on the New York Stock Exchange or the Nasdaq Global Market under the symbol "PEER."

In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the underwriters' over-allotment option referred to above, or may be "naked" shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of our common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New York Stock Exchange or the Nasdaq Global Market, in the over-the-counter market or otherwise.

138

Table of Contents

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•: the information set forth in this prospectus and otherwise available to the representatives;
•: our prospects and the history and prospects for the industry in which we compete;
•: an assessment of our management;
•: our prospects for future earnings;
•: the general condition of the securities markets at the time of this offering;
•: the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
•: other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of common stock, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, or a Relevant Member State, from and including the date on which the European Union Prospectus Directive, or the EU Prospectus Directive is implemented in that Relevant Member State, or Relevant Implementation Date, an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•: to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

139

Table of Contents

•: to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
•: to fewer than 100 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-running managers for any such offer; or
•: in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

140

Table of Contents

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus and other legal matters will be passed upon for us by DLA Piper LLP (US), East Palo Alto, California. Goodwin Procter LLP, Menlo Park, California, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

EXPERTS

The financial statements as of December 31, 2009 and 2010 and for each of the three years in the period ended December 31, 2010 included in this prospectus and in the registration statement have been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, which includes amendments and exhibits, under the Securities Act and the rules and regulations under the Securities Act for the registration of common stock being offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information that is in the registration statement and its exhibits and schedules. Certain portions of the registration statement have been omitted as allowed by the rules and regulations of the SEC. Statements in this prospectus that summarize documents are not necessarily complete, and in each case you should refer to the copy of the document filed as an exhibit to the registration statement. You may read and copy the registration statement, including exhibits and schedules filed with it, and reports or other information we may file with the SEC at the public reference facilities of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. In addition, the registration statement and other public filings can be obtained from the SEC's Internet site at www.sec.gov.

Upon completion of this offering, we will become subject to information and periodic reporting requirements of the Exchange Act and we will file annual, quarterly and current reports, proxy statements, and other information with the SEC. We also maintain a website at www.intelepeer.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The inclusion of our website address in this prospectus does not include or incorporate by reference the information contained in, or that can be accessed through, our website into this prospectus.

141

Table of Contents

INTELEPEER, INC.

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
IntelePeer, Inc.
San Mateo, California

We have audited the accompanying balance sheets of IntelePeer, Inc. as of December 31, 2009 and 2010 and the related statements of operations, redeemable convertible preferred stock and stockholders' deficit, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IntelePeer, Inc. at December 31, 2009 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP

San Francisco, California
May 9, 2011

F-2

Table of Contents

INTELEPEER, INC.

BALANCE SHEETS

(in thousands, except for share and per share amounts)

			December 31, 2009			December 31, 2010			Pro Forma Stockholders' Equity as of December 31, 2010

									(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	10,134		$	9,159
	Accounts receivable, net of allowance for doubtful accounts of $89 and $67 as of December 31, 2009 and 2010			9,859			12,164
	Prepaid expenses and other current assets			96			287

		Total current assets		20,089			21,610
Property and equipment, net				15,134			22,224
Intangible assets, net				558			2,049
Other assets				681			1,304

TOTAL ASSETS			$	36,462		$	47,187

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accounts payable		$	6,987		$	10,630
	Accrued liabilities			3,025			4,994
	Equipment loans			5,367			9,422
	Capital lease obligation			—			100

		Total current liabilities		15,379			25,146
Equipment loans, non-current				6,668			8,735
Capital lease obligation, non-current				—			418
Warrant liabilities				2,945			12,400		$	1,007

		Total liabilities		24,992			46,699

Commitments and contingencies (Note 10)
Redeemable convertible preferred stock, $0.0001 par value—44,760,592 shares authorized; 41,685,408, 41,695,608 and no shares issued and outstanding as of December 31, 2009 and 2010 and pro forma (unaudited); liquidation preference of $36,088 as of December 31, 2010				33,345			33,379		$	—

STOCKHOLDERS' DEFICIT:
	Common stock, $0.0001 par value—80,000,000 shares authorized; 8,757,955, 8,802,409 and 50,498,017 shares issued and outstanding as of December 31, 2009 and 2010, and pro forma (unaudited)			1			1			5
	Additional paid-in capital			3,116			3,719			48,487
	Accumulated deficit			(24,992	)		(36,611	)		(36,611	)

		Total stockholders' deficit		(21,875	)		(32,891	)	$	11,881

TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT			$	36,462		$	47,187

See notes to financial statements.

F-3

Table of Contents

INTELEPEER, INC.

STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

			Year Ended December 31,

			2008			2009			2010
Revenue			$	43,352		$	76,194		$	111,549
Operating expenses:
	Peering partner compensation			29,824			50,232			78,820
	Infrastructure costs			2,987			5,265			6,636
	Operations			3,353			4,673			5,578
	Research and development			2,447			3,567			4,069
	Sales and marketing			4,741			6,367			7,693
	General and administrative			2,177			4,568			5,547
	Depreciation and amortization			1,852			2,373			3,719

		Total operating expenses		47,381			77,045			112,062

Loss from operations				(4,029	)		(851	)		(513	)
Interest expense, net				(1,274	)		(1,488	)		(2,614	)
Change in fair value of warrant liabilities				163			(1,004	)		(8,492	)

Net loss			$	(5,140	)	$	(3,343	)	$	(11,619	)

Net loss per share of common stock, basic and diluted			$	(0.59	)	$	(0.38	)	$	(1.33	)

Shares used in computing net loss per share of common stock, basic and diluted				8,757,955			8,757,955			8,759,925

Pro forma net loss per share of common stock, basic and diluted (unaudited)									$	(0.07	)

Shares used in computing pro forma net loss per share of common stock, basic and diluted (unaudited)										50,447,513

See notes to financial statements.

F-4

Table of Contents

INTELEPEER, INC.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' DEFICIT

(in thousands, except for share amounts)

	Redeemable Convertible Preferred Stock

					Common Stock
					Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Deficit
BALANCE—January 1, 2008		23,228,885	$	15,170		8,757,955	$	1	$	1,950	$	(16,509	)	$	(14,558	)
Issuance of Series B convertible preferred stock and warrants (net of issuance costs of $151 and value of warrants of $152)		915,473		372		—		—		—		—			—
Issuance of Series C convertible preferred stock (net of issuance costs of $210)		15,049,776		15,691		—		—		—		—			—
Issuance of Series C convertible preferred stock due to conversion of promissory notes		2,491,274		2,112		—		—		—		—			—
Beneficial conversion feature for convertible promissory notes		—		—		—		—		528		—			528
Stock-based compensation		—		—		—		—		319		—			319
Warrants issued for debt financing		—		—		—		—		22		—			22
Net loss		—		—		—		—		—		(5,140	)		(5,140	)

BALANCE—December 31, 2008		41,685,408		33,345		8,757,955		1		2,819		(21,649	)		(18,829	)
Stock-based compensation		—		—		—		—		297		—			297
Net loss		—		—		—		—		—		(3,343	)		(3,343	)

BALANCE—December 31, 2009		41,685,408		33,345		8,757,955		1		3,116		(24,992	)		(21,875	)
Issuance of Series B convertible preferred stock upon exercise of warrant		10,200		34		—		—		—		—			—
Stock-based compensation		—		—		—		—		564		—			564
Warrants issued for debt financing		—		—		—		—		28		—			28
Issuance of common stock upon exercise of options		—		—		42,000		—		9		—			9
Issuance of common stock upon exercise of warrants		—		—		2,454		—		2		—			2
Net loss		—		—		—		—		—		(11,619	)		(11,619	)

BALANCE—December 31, 2010		41,695,608	$	33,379		8,802,409	$	1	$	3,719	$	(36,611	)	$	(32,891	)

See notes to financial statements.

F-5

Table of Contents

INTELEPEER, INC.

STATEMENTS OF CASH FLOWS

(in thousands)

					Year Ended December 31,

					2008			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(5,140	)	$	(3,343	)	$	(11,619	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization				1,852			2,373			3,719
		Change in fair value of warrant liabilities				(163	)		1,004			8,492
		Provision for doubtful accounts				129			667			74
		Stock-based compensation expense				319			297			564
		Non-cash interest expense				631			228			899
		Gain on disposal of fixed assets				(62	)		(19	)		(34	)
		Changes in operating assets and liabilities:
			Accounts receivable			(5,995	)		(2,584	)		(2,379	)
			Prepaid expenses and other current assets			(161	)		257			(191	)
			Other assets			(41	)		(62	)		(461	)
			Accounts payable			2,433			3,040			3,643
			Accrued liabilities			621			1,308			1,969

				Net cash provided by (used in) operating activities		(5,577	)		3,166			4,676

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property and equipment					(4,443	)		(9,920	)		(10,362	)
	Purchase of intangible assets					(37	)		(521	)		(1,491	)
	Proceeds from disposal of property and equipment					100			98			147

				Net cash used in investing activities		(4,380	)		(10,343	)		(11,706	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from borrowings					5,726			9,623			10,171
	Payments on borrowings					(2,163	)		(4,076	)		(4,128	)
	Proceeds from exercise of common stock options					—			—			9
	Proceeds from exercise of common stock and preferred stock warrants					—			—			3
	Issuance of Series B and C convertible preferred stock and warrants, net of issuance costs					16,215			—			—

				Net cash provided by financing activities		19,778			5,547			6,055

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						9,821			(1,630	)		(975	)
CASH AND CASH EQUIVALENTS—Beginning of period						1,943			11,764			10,134

CASH AND CASH EQUIVALENTS—End of period					$	11,764		$	10,134		$	9,159

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid for interest				$	734		$	1,122		$	1,732

NONCASH INVESTING AND FINANCING ACTIVITIES:
	Issuance of common stock warrants for credit facilities				$	22		$	—		$	28

	Issuance of Series C convertible preferred stock warrants in connection with loans				$	—		$	630		$	637

	Conversion of bridge loans to Series C convertible preferred stock				$	2,112		$	—		$	—

	Purchase of equipment with capital lease obligation				$	—		$	—		$	560

See notes to financial statements.

F-6

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS

1. Business and Summary of Significant Accounting Policies

Business

IntelePeer, Inc. (the "Company" or "we" or "our" or "us") is a leading provider of on-demand, cloud-based communications services to service providers and enterprises. Our customers can leverage our proprietary Communications-as-a-Service, or CaaS, platform, which we refer to as our CloudWorx CaaS Platform, to deliver multimodal communication services, including voice, unified communications, video and other rich-media applications to communications devices with reduced cost and improved quality as compared to existing alternatives. Our CloudWorx CaaS Platform allows customers to rapidly and easily transition from legacy network infrastructures to our flexible, software-based, multimodal, IP-based solutions.

We were incorporated in June 2003 under the laws of the State of Washington. We are the successor entity to a July 1, 2003 acquisition transaction with a limited liability company and asset purchase of the VoIP business line of another limited liability company, both of which were previously affiliated with us through common ownership. We were reincorporated under the laws of the State of Delaware in October 2006.

Basis of Presentation

These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming we will continue as a going concern. We have incurred recurring operating losses since inception and have an accumulated deficit of $36.6 million, negative working capital of $3.5 million, and a total stockholders' deficit of $32.9 million as of December 31, 2010. Notwithstanding the foregoing, we have $33.4 million in redeemable convertible preferred stock not included in the calculation of stockholders' deficit. Additionally, our operating results in the years ended December 31, 2009 and 2010 showed improvement as compared to prior years, as reflected in higher revenue, lower operating losses and in the generation of positive cash flows from operations. Since inception, we have relied primarily on the proceeds from equity offerings and debt proceeds to finance our operations. We plan to continue to finance operations with a combination of equity issuances, debt arrangements, lines of credit and cash provided by operations. However, there can be no assurance that additional funding will be available to us on acceptable terms on a timely basis, if at all, or that we will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If we are unable to raise additional capital or generate sufficient cash from operating activities to adequately fund our operations, we will need to curtail planned activities to reduce costs. Doing so will likely have an unfavorable effect on our ability to execute on our business plan. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Segment Reporting

Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer and our board of directors. We have one business activity and there are no segment managers who are held accountable for operations. Accordingly, we have a

F-7

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

single reporting segment. All of our principal operations, revenue and decision-making functions are located in the United States.

Unaudited Pro Forma Stockholders' Equity

The pro forma stockholders' equity as of December 31, 2010 presents our stockholders' equity as though all of our convertible preferred stock outstanding had converted into 41,695,608 shares of common stock upon the completion of a qualifying initial public offering (IPO) of our common stock. In addition, the pro forma stockholders' equity assumes the reclassification of the preferred stock warrant liability to additional paid-in capital upon completion of a qualifying IPO of our common stock, as the warrants either expire upon an IPO or become common stock warrants that are not subject to remeasurement. The pro forma stockholders' equity does not give effect to any proceeds from the IPO itself.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include allowance for doubtful accounts, reserves for disputes, fair value of common stock, stock-based compensation expense, fair value of warrants, useful lives of intangible assets and valuation of deferred tax assets. We base our estimates on historical experience and also on assumptions that we believe are reasonable, however, actual results could differ materially from those estimates.

Concentrations of Credit Risk

We maintain the majority of our cash and cash equivalents at a highly qualified financial institution. All amounts of cash exceed federally insured limits. To date we have not experienced a material loss or lack of access to our invested cash and cash equivalents. However, no assurance can be provided that access to our invested cash and cash equivalents will not be impacted by adverse economic conditions in the financial markets.

We perform periodic credit evaluations of our customers and generally do not require collateral, and evaluate the need for maintaining an allowance for doubtful accounts.

As of December 31, 2009, one customer individually accounted for 52% of total accounts receivable. As of December 31, 2010, three customers individually accounted for 19%, 17% and 11% of total accounts receivable.

F-8

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

Customers representing 10% or greater of revenues for the periods presented were as follows (in percentages):

	Year Ended December 31,

Customers	2008			2009			2010
Customer A		41	%		46	%		16	%
Customer B		—			*			29	%
Customer C		*			10	%		*

*: Less than 10%

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand and money market fund deposits with a federally insured financial institution.

Accounts Receivable

Accounts receivable are carried at original invoice amount less an allowance made for doubtful accounts. We record an allowance for doubtful accounts based on the probability of future collection. When we are aware of circumstances that may decrease the likelihood of collection, we record a specific allowance against amounts due and thereby reduces the net receivable to the amount we reasonably believe will be collected. For all other customers, management determines the adequacy of the allowance based upon reviews of individual creditworthiness, payment history, age of the accounts receivable balances, current economic conditions and other pertinent factors. Accounts are written off when deemed uncollectible. Increases in the allowance are charged to expense in the period incurred.

The following table presents the changes in the allowance for doubtful accounts (in thousands):

		Year Ended December 31,

		2008			2009			2010
Allowance for doubtful accounts:
	Balance, beginning of period	$	49		$	117		$	89
	Add: provision for doubtful accounts		129			667			74
	Less: write-offs, net of recoveries and other adjustments		(61	)		(695	)		(96	)

	Balance, end of period	$	117		$	89		$	67

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally seven years for CloudWorx CaaS Platform equipment and three years for furniture, fixtures and other equipment. Amortization for leasehold improvements is computed using the straight-line

F-9

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

method over the shorter of the term of the lease or estimated useful lives of the assets. Expenditures for repairs and maintenance are expensed as incurred.

Amortization expense of assets acquired through capital leases is included in depreciation and amortization expense in the statements of operations.

Accounting for Internal-Use Computer Software

We capitalize certain external and internal costs, including internal payroll costs incurred in connection with the development or acquisition of software for internal use. These costs are capitalized when we have entered the application development stage. Capitalization ceases when the software is substantially complete and is ready for its intended use. We purchased and capitalized costs related to our CloudCentral portal of $749,000 during the year ended December 31, 2010. We did not incur similar costs during the years ended December 31, 2008 and 2009. The capitalized development costs related to our CloudCentral portal are included in intangible assets and are amortized using the straight-line method over the estimated useful life of seven years.

Deferred Offering Costs

Deferred offering costs, consisting of legal, accounting and filing fees relating to the IPO, are capitalized. The deferred offering costs will be offset against IPO proceeds upon the effectiveness of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of December 31, 2010, we had capitalized $241,000 of deferred offering costs in other assets on the balance sheet. No amounts were deferred as of December 31, 2009.

Intangible Assets

We capitalized certain costs to acquire trademarks, patents and regulatory licenses deemed essential to operate as a telecommunications company. The trademarks and regulatory licenses have no expiration date and thus are classified as indefinite-lived assets.

We amortize our capitalized patent costs using the straight-line method over the shorter of the contractual term of the patent up to 14 years or the estimated economic life of the patent.

Our trademarks and regulatory licenses are considered to be indefinite-lived assets and accordingly are not amortized. We conduct a long-lived asset impairment analysis for these assets on an annual basis and whenever events or changes in circumstances indicate the carrying value of an asset may be impaired. We believe that no material events or changes in circumstances have occurred that would require an impairment test for these assets.

Impairment of Long-Lived Assets

We evaluate our long-lived assets for impairment and continue to evaluate them as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. We evaluate the recoverability of the long-lived assets by measuring the carrying amount of the assets against the estimated undiscounted future cash flows associated with them. At the times such evaluations indicate that the future undiscounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. We have used a replacement cost approach to determine the fair value of regulatory licenses for the

F-10

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

purpose of conducting an impairment test. This approach implies that opportunity cost represents the foregone cash flows during the period it takes to obtain or create the asset, as compared to the cash flows that would be earned if the intangible asset was on hand today. As of December 31, 2010, we have not written down any of our long-lived assets as a result of impairment.

Warrant Liabilities

We account for freestanding warrants for shares of our convertible preferred stock that are contingently redeemable as liabilities at fair value on the balance sheets because these warrants may obligate us to redeem the underlying preferred stock at some point in the future. The warrants are subject to remeasurement at each balance sheet date, and any change in fair value is recognized in the change in fair value of warrant liabilities line on the statements of operations. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the convertible preferred stock warrants, the completion of a deemed liquidation event, conversion of convertible preferred stock into common stock, or until holders of the convertible preferred stock can no longer trigger a deemed liquidation event. At that time, the portion of the warrant liabilities related to the convertible preferred stock warrants will be reclassified to additional paid-in capital.

Warrants to purchase shares of our common stock are also outstanding as of December 31, 2010. Some of the common stock warrants include down round protection features which are outside our control and, accordingly, these warrants are recorded as liabilities at fair value. The common stock warrants with down round protection features are subject to remeasurement at each balance sheet date with any changes in fair value being recognized in the change in fair value of warrant liabilities line on the statements of operations. We will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the liability related to the common stock warrants with down round protection features will be reclassified to additional paid-in capital.

Revenue Recognition

We recognize revenue when there is persuasive evidence of an arrangement, services have been rendered, the fees are fixed or determinable and collection is reasonably assured.

Our revenues are derived from customer usage of our CloudWorx Caas Platform on a minute of use basis. We recognize revenue based upon documented minutes of traffic delivered over our CloudWorx CaaS Platform at the time of customer usage. The rates charged per minute are determined by contracts between us and our customers. We also recognize revenue from communication services provided to certain enterprise customers on a monthly recurring basis as the services are provided based on contractual amounts expected to be collected. These revenues have not been significant to date.

Peering Partner Compensation and Infrastructure Costs

We recognize peering partner compensation costs as they are incurred in accordance with contractual requirements. We perform monthly bill verification procedures to identify errors in the

F-11

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

peering partners' billing processes. These verification procedures include the examination of the bills, comparing billing rates used with contractual billing rates, evaluating the trends of invoiced amounts by peering partner and reviewing the types of charges being processed. If we discover a billing discrepancy as a result of our review, we then proactively seek to resolve the matter with our peering partner. When applicable, we record a charge to peering partner compensation and a corresponding increase to our reserve for disputes based on our estimate of the amount that will eventually be payable. As we receive additional information that indicates the disputed amounts will be settled for an amount which is different than the amount which we originally accrued, we will recognize the difference as an adjustment to peering partner compensation costs. We believe that our procedures are designed to properly assess dispute accruals; however, changes to the estimates used in the calculation could result in a material impact on our statements of operations.

Research and Development

Research and development expenses consist of personnel costs, testing and compliance services, and facility costs, and are expensed as incurred. However, some direct development costs related to the internally developed software used to provide our services may be capitalized and depreciated over the estimated useful life.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future income tax consequences of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and their tax basis using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. Valuation allowances are provided when we are unable to conclude that the realization of deferred tax assets is more likely than not.

We follow the accounting guidance for accounting for uncertainty in income taxes. The accounting guidance requires a more likely than not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. As of December 31, 2009 and 2010, we had no unrecognized tax benefits. Our policy is to recognize interest and penalties related to income tax matters as an income tax expense. Through December 31, 2010, we did not have any interest or penalties associated with unrecognized tax benefits.

F-12

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair value based on the liquidity of these financial instruments and based on their short-term nature. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of the long-term debt approximates fair value.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2—Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counter-party credit risk in our assessment of fair value.

The valuation of certain items, including the valuation of outstanding warrants, involves significant estimates with underlying assumptions judgmentally determined. The valuation of warrants for convertible preferred stock and common stock is based upon the Black-Scholes option-pricing model, which requires estimates of stock volatility and other assumptions. Certain of the warrants are exercisable for preferred stock that is contingently redeemable. Certain of the common stock warrants and the conversion feature of the Series B and C convertible preferred stock contain down round protection features.

Our financial instruments consist of Level 3 liabilities only, which include the convertible preferred stock warrant liabilities and the common stock warrant liabilities. The determination of the fair value of the warrant liabilities is discussed in Note 8.

F-13

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

Stock-Based Compensation

We recognize compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. We determine the grant date fair value of the awards using the Black-Scholes option-pricing model and generally recognize the fair value as stock-based compensation expense on a straight-line basis over the vesting period of the respective awards. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, our stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the event of a modification, the fair value of the grant immediately before and after the modification is determined and the difference in values, if any, is also recognized over the remaining vesting period or immediately if the option is fully vested.

We account for stock options granted to non-employees also based on the fair value of the awards determined using the Black-Scholes option-pricing model. The fair value of the awards granted to non-employees is remeasured as the awards vest, and the resulting change in value, if any, is recognized in the statement of operations during the period the related services are rendered, which is generally the vesting period.

Net Loss per Share of Common Stock

Our basic net loss per share of common stock is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The weighted-average number of shares of common stock used to calculate our basic net loss per share of common stock excludes those shares purchased with the notes receivable from stockholders (see Note 11) as these shares are not deemed to be issued for accounting purposes until the notes are paid off. The diluted net loss per share of common stock is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred stock, stock options to purchase common stock, warrants to purchase convertible preferred stock and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share of common stock as their effect is antidilutive for all periods presented.

Unaudited Pro Forma Net Loss per Share of Common Stock

Pro forma basic and diluted net loss per share of common stock has been computed to give effect to the conversion of the convertible preferred stock into common stock. Also, the numerator in the pro forma basic and diluted net loss per share calculation has been adjusted to remove gains and losses resulting from remeasurements of the portion of the warrant liability related to warrants to purchase shares of convertible preferred stock as these amounts will be reclassified to additional paid-in capital upon a qualifying initial public offering of our common stock. The gains and losses resulting from remeasurements of the portion of the warrant liability related to warrants to purchase shares of common stock with down round protection features have not been removed from the pro forma basic and diluted net loss per share of common stock calculation because the liability classification of these warrants will not be impacted by a qualifying initial public offering of our common stock.

F-14

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Business and Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements

2. Balance Sheet Items

Property and equipment, net consist of the following (in thousands):

	December 31,

	2009			2010
CloudWorx CaaS Platform equipment	$	19,393		$	29,345
Office furniture, fixtures and other equipment		1,137			1,686
Leasehold improvements		451			709

Total property and equipment		20,981			31,740
Less accumulated depreciation and amortization		(5,847	)		(9,516	)

Property and equipment, net	$	15,134		$	22,224

Depreciation and amortization expense was $1.9 million, $2.4 million and $3.7 million during the years ended December 31, 2008, 2009 and 2010.

Accrued liabilities consist of the following (in thousands):

	December 31,

	2009		2010
Accrued compensation and benefits	$	2,093	$	2,796
Reserve for peering partner disputes		95		1,249
Accrued commissions		187		226
Accrued interest		110		146
Other liabilities		540		577

Accrued liabilities	$	3,025	$	4,994

F-15

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

3. Intangible Assets

The following table presents the components of our intangible assets (in thousands):

			Carrying Amount as of December 31, 2009		Carrying Amount as of December 31, 2010

Indefinite-lived assets:
	Trade name and trademarks		$	21	$	127
	Regulatory licenses			499		817

		Sub-total indefinite-lived assets		520		944

Finite-lived assets:
	Patents			38		356
	CloudCentral portal			—		749

		Sub-total finite-lived assets		38		1,105

	Total intangible assets		$	558	$	2,049

The patents have zero amortization expense reflected in the statements of operations during the years ended December 31, 2008, 2009 and 2010 as the assets are not yet in service. The CloudCentral portal was placed into service on December 15, 2010 and therefore had no accumulated amortization as of December 31, 2010.

Amortization expense for the estimated useful life of the patents and the CloudCentral portal, the finite-lived assets, is as follows during the years ended December 31 (in thousands):

Year Ending December 31:		Amortization of Intangible Assets

2011		$	114
2012			158
2013			158
2014			158
2015			158
Thereafter			359

	Total	$	1,105

4. Long-Term Debt

Equipment Financing Obligations

In June 2007, we entered into an equipment loan of up to $6.0 million (borrowing limit) pursuant to a Master Lease Agreement (amended on December 3, 2008 to increase borrowings to $6.5 million), under which advances are repayable over a 36-month period from each borrowing commencement date. Each advance bears interest that ranges from 10.0% to 10.75%. The commitment to make advances terminated on October 30, 2010. In March 2010, $1.3 million of the principal repayments due in 2010 were deferred until January 1, 2011 and later periods. There were outstanding borrowings of $5.2 million and $4.1 million under this agreement as of December 31, 2009 and 2010.

F-16

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

4. Long-Term Debt (Continued)

In connection with this agreement, in June 2007 we issued immediately exercisable and fully vested warrants to purchase 247,935 shares of our common stock at an exercise price of $0.39 per share. The fair value of the common stock warrant on the date of issuance was $58,000, as determined using the Black-Scholes option-pricing model, and was recorded as additional paid-in capital and as a deferred financing cost. Also, in connection with the increase in credit line pursuant to the October 2009 amendment, we issued immediately exercisable and fully vested warrants to purchase 94,366 shares of our Series C convertible preferred stock at an exercise price of $1.0597 per share. The fair value of the Series C warrant was $112,000, as determined using the Black-Scholes option-pricing model, and was recorded as a warrant liability and as a discount to the debt. The deferred financing cost and the discount are being amortized to interest expense over the term of the debt.

In April 2009, we entered into an equipment loan of up to $4.0 million. Under this agreement, advances are repayable over a 36-month period from each loan commencement date. Each advance bears a monthly interest rate factor. The monthly interest rate factor is indexed to the yield for U.S. Treasury Notes maturing closest to the date 36 months from each loan's commencement date (the "Index Instrument"). The monthly interest rate factor is adjusted to provide for any increase or decrease in the yield of the Index Instrument. The monthly interest rate factor is fixed as of the date of the final acceptance of each item of equipment. The current loans under this facility bear interest at approximately 15%. The equipment purchased under the agreement serves as the collateral for the loan. There were outstanding borrowings of $3.5 million and $2.3 million under this agreement as of December 31, 2009 and 2010.

In connection with this agreement, in May 2009 we issued immediately exercisable and fully vested warrants to purchase 226,479 shares of our Series C convertible preferred stock at an exercise price of $1.0597 per share. The fair value of the Series C warrant on the date of issuance was $225,000, as determined using the Black-Scholes option-pricing model, and was recorded as a warrant liability and as a deferred financing cost that is being amortized to interest expense over the term of the debt.

In May 2009, we entered into an equipment and security agreement with a total commitment of $4.0 million. The commitment to make advances terminated on December 31, 2009. Advances are repayable over a 36-month period from each loan commencement date. Each advance bears interest equal to the greater of (a) 12.33% or (b) 12.33% plus the positive or negative difference between (i) the one month LIBOR Rate as reported in the Wall Street Journal, on the date which is three business days before the funding date for such loan, and (ii) 0.33%. The interest rate is 13.0875% on balances outstanding as of December 31, 2010. The equipment purchased under the agreement serves as collateral for the loan. There were outstanding borrowings of $3.5 million and $2.3 million under this agreement as of December 31, 2009 and 2010.

In connection with this agreement, in May 2009 we issued immediately exercisable and fully vested warrants to purchase shares of our Series C convertible preferred stock at an exercise price of $1.0597 per share. A warrant to purchase 150,000 shares of Series C convertible preferred stock was issued upon signing of the agreement and another warrant to purchase 36,322 shares of Series C convertible preferred stock was issued upon first draw under this agreement. The fair value of the warrant to purchase 150,000 shares of Series C convertible preferred stock issued upon signing of the agreement was $149,000, as determined using the Black-Scholes option-pricing model, and was recorded as a warrant liability and as a deferred financing cost. The fair value of the warrant to purchase 36,322 shares of Series C convertible preferred stock issued upon the first draw of funds was $36,000, as

F-17

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

4. Long-Term Debt (Continued)

determined using the Black-Scholes option-pricing model, and was recorded as a warrant liability and as a discount to the debt. We issued additional warrants for the purchase of 96,777 shares of our Series C convertible preferred stock with an exercise price of $1.0597 per share upon draws under the agreement in 2009. The fair value of these additional warrants was $108,000, as determined using the Black-Scholes option-pricing model, and was recorded as a warrant liability and as a discount to the debt. The deferred financing cost and the discounts are being amortized to interest expense over the term of the debt.

Loan and Security Agreement

In May 2010, we entered into a loan and security agreement that provided us with up to $10.0 million in equipment financing and a revolving accounts receivable loan facility of $10.0 million.

Under the agreement, the advances for equipment were available until December 31, 2010, and bear interest at the prime rate plus 7% per year. The advances are payable over a 36-month period, and the payments due through December 31, 2010 were interest only. As of December 31, 2010, the total amount outstanding under the $10.0 million equipment loan was $9.5 million.

In connection with this agreement, in May 2010 we issued immediately exercisable and fully vested warrants to purchase 283,099 shares of our Series C convertible preferred stock at an exercise price of $1.0597 per share. The fair value of the Series C warrant on the date of issuance was $637,000, as determined using the Black-Scholes option-pricing model, and was recorded as a warrant liability and as a deferred financing cost that is being amortized to interest expense over the term of the debt.

At our option, we may prepay all, but not less than all, of the outstanding equipment loan advances by paying the entire principal balance, all accrued and unpaid interest, together with a payment charge equal to the following percentage of the equipment loan balance being prepaid: 3% if prepaid in the first 12 months following the closing date (May 5, 2010); 2% if prepaid after 12 months but prior to 24 months following the closing date, and thereafter 1%.

The $10.0 million revolving accounts receivable loan facility bears interest at the prime rate plus 2.05% per year. The advances are based on 80% of our eligible accounts receivable. The loan is repayable in interest only payments until the maturity date, at which time the entire principal and accrued interest is to be paid in full. The original maturity date for the $10.0 million revolving loan was May 5, 2011, but was automatically extended to May 5, 2012. There are no borrowings outstanding under the $10.0 million revolving loan as of December 31, 2010.

The loan and security agreement borrowings are secured by all assets of the Company, including intellectual property.

Other Matters

All of the equipment financings and debt agreements contain certain covenants and information reporting requirements. The loan and security agreement allows the lender to call the debt in the event there is a material adverse change in our business or financial condition. Additionally, under the terms of the loan agreement, we cannot pay any cash dividends without the approval of the lenders.

As of December 31, 2010, we were in compliance with the covenants set forth in our various debt agreements.

F-18

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

4. Long-Term Debt (Continued)

Schedule of Payments Due

The following is a schedule of payments due on our long-term debt as of December 31, 2010 (in thousands):

Year Ending December 31:

	2011	$	9,422
	2012		6,830
	2013		2,008

			18,260
Less:
	Discount		(103	)
	Current portion		(9,422	)

Non-current portion of equipment loans		$	8,735

5. Convertible Promissory Notes Payable to Related Parties

In June 2008, we entered into a set of convertible promissory note payable agreements totaling $2.0 million with several of our major investors. The notes accrued simple interest at a fixed rate of 8% per annum. The notes and accrued interest were repayable on January 31, 2009. The notes were convertible into the Company's next equity financing upon written request from the major investors.

In October 2008, the note holders authorized the conversion of the outstanding principal balance plus accrued unpaid interest totaling $2.1 million into 2,491,274 shares of Series C convertible preferred stock. The conversion was in connection with the issuance of Series C convertible preferred stock in October 2008. As the notes were converted into the Series C convertible preferred stock at a 20% discount from the purchase price of the stock, we recognized a beneficial conversion charge in the amount of $528,000 as interest expense during the year ended December 31, 2008.

6. Common Stock Reserved for Issuance

As of December 31, 2010, we had reserved shares of common stock, on an as-if converted basis, for issuance as follows:

		December 31, 2010

Issuance under stock option plan			14,722,328
Available for issuance under stock option plan			758,808
Conversion of convertible preferred stock			41,695,608
Issuance upon exercise of convertible preferred stock warrants			2,743,077
Issuance upon exercise of common stock warrants			807,850

			60,727,671

F-19

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

7. Convertible Preferred Stock

In January 2008, we sold 915,473 shares of Series B convertible preferred stock ("Series B") at a price of $0.7374 per share for gross proceeds of $675,000.

In connection with the January 2008 Series B stock purchase, we issued warrants to the investors for the purchase of 274,639 shares of Series B with an exercise price of $0.01 per share and an expiration date of December 18, 2017. The fair value of the Series B warrants on the date of issuance of $152,000, as determined using the Black-Scholes option-pricing model, was recorded as a warrant liability.

In October 2008, we sold 15,049,776 shares of Series C convertible preferred stock ("Series C") at a price of $1.0597 per share for gross proceeds of $15.9 million. In connection with the equity financing, convertible promissory notes from related parties were converted into 2,491,274 shares of Series C at $0.8478 per share, a 20% discount from the purchase price of the preferred stock. The discount has been accounted for as a beneficial conversion feature charge of $528,000 (see Note 5).

Authorized and outstanding convertible preferred stock as of December 31, 2009 and 2010 was as follows (in thousands, except share data):

	As of December 31, 2009

	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Preference
Series A		1,280,210		1,124,198	$	517
Series B		24,730,382		23,020,160		16,975
Series C		18,750,000		17,541,050		18,588

Total		44,760,592		41,685,408	$	36,080

	As of December 31, 2010

	Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Preference
Series A		1,280,210		1,124,198	$	517
Series B		24,730,382		23,030,360		16,983
Series C		18,750,000		17,541,050		18,588

Total		44,760,592		41,695,608	$	36,088

The rights, preferences and privileges of the convertible preferred stock are as follows:

Liquidation Preferences

Series A preferred stock has a liquidation preference of $0.46 per share plus unpaid dividends if declared by the board of directors. Series B preferred stock has a liquidation preference of $0.7374 per share plus unpaid dividends if declared by the board of directors. Series C preferred stock has a liquidation preference of $1.0597 per share plus unpaid dividends if declared by the board of directors. The liquidation preference amounts are to be paid in the following order of priority: first to the holders of Series C preferred stock, then to the holders of the Series B preferred stock, then to the holders of the Series A preferred stock and then to the holders of common stock.

F-20

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

7. Convertible Preferred Stock (Continued)

Voting Rights

Each share of convertible preferred stock has a number of votes equal to the number of shares of common stock into which it is convertible. The outstanding shares of preferred and common stock vote together as a single class on all matters, except with respect to the election of directors. The holders of Series B and C preferred stock, voting as two separate classes, are currently each entitled to elect one director of the Company.

The holders of common stock, voting as a separate class, are currently entitled to elect two directors of the Company. The holders of preferred and common stock, voting together as a single class and not a separate series, are currently entitled to elect three directors of the Company.

Conversion Rights

Each share of preferred stock is convertible, at the option of the holder, at any time into such number of shares of common stock as is determined by dividing the applicable original issue price for such series by the applicable conversion price for such series (the "Conversion Rate"). The initial conversion price per share for each series of preferred stock is the original issue price applicable to such series. As of December 31, 2010 the conversion rate for all series of the outstanding shares of preferred stock is 1 to 1.

Each share of preferred stock will be automatically converted into shares of common stock at the Conversion Rate at the time in effect for such series of preferred stock immediately upon the sale of our common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form SB-2 under the Securities Act of 1933 that results in gross proceeds to us, net of underwriting expenses, in excess of $50 million at an offer price per share equal to three times (3x) the original issue price for the Series C preferred (calculated to be $3.1791 as of December 31, 2010). In addition, each share of preferred stock shall automatically be converted into shares of common stock at the respective Conversion Rates at the time in effect for each such series of preferred stock upon consent or agreement of the holders of at least 66% of the then outstanding shares of Series B preferred stock and Series C preferred stock (voting together as a single class and not as a separate series, and on an as-converted basis).

Redemption Rights

Upon receiving a written request at any time after September 30, 2013, from the holders of 66% of the outstanding shares of Series B and C preferred stock, we shall redeem, on the date three (3) months following our receipt of such written redemption request and on the last day of each calendar quarter thereafter, the amount equal to all of the shares of Series B and C preferred stock that are outstanding on the date we receive such written redemption request.

We recorded the convertible preferred stock at fair value on the dates of issuance, net of issuance costs. We classify the convertible preferred stock outside of stockholders' equity (deficit) because the shares contain redemption features that are not solely within our control. During the years ended December 31, 2008, 2009 and 2010, we did not adjust the carrying values of the redeemable convertible preferred stock to the deemed redemption values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur.

F-21

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

8. Warrants

In connection with issuing preferred stock and obtaining lease credit facilities, lines of credit, equipment financing and loans, we issued common stock warrants, and Series A, B and C convertible preferred stock warrants.

We have issued warrants to purchase shares of our common stock at various times since 2004. Some of the common stock warrants include a down round protection feature and used to provide the holder an option to put these warrants to us for cash. In February 2010, these common stock warrants were extended for another five years, or to February 2015, and the put feature was removed. These common stock warrants are recorded as liabilities at fair value and are subject to remeasurement at each balance sheet date due to the down round protection feature.

We have issued warrants to purchase shares of our convertible preferred stock at various times since 2004. Our convertible preferred stock warrants are generally exercisable immediately and can only be exercised for cash or net share settled. Freestanding warrants to purchase our convertible preferred stock are valued at fair value and classified as liabilities in the balance sheets because the warrants may conditionally obligate us to transfer assets at some point in the future.

As of December 31, 2010, the following common stock warrants, which are not subject to remeasurement, were outstanding:

Issue Date	Reason for Grant		Exercise Price per Share		Expiration

November 2004	Debt financing	19,632	$	0.815	November 12, 2011
October 2004	Debt financing	22,826	$	0.01	October 4, 2011
June 2007	Debt financing	247,935	$	0.39	June 14, 2017
September 2006	Debt financing	61,922	$	1.211	September 20, 2016
December 2008	Debt financing	70,775	$	0.44	December 3, 2018
May 2010	Debt financing	23,120	$	1.70	May 4, 2020

		446,210

F-22

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

8. Warrants (Continued)

As of December 31, 2010, the following common stock and preferred stock warrants, which are subject to remeasurement, were outstanding:

Issue Date	Reason for Grant	Type of Stock Into Which the Warrant Is Exercisable		Exercise Price per Share		Expiration

October 2004	Debt financing	Series A	50,000	$	0.46	October 20, 2014
January 2005	Debt financing	Series A	106,012	$	0.815	January 28, 2012
February 2005	Debt financing	Common	230,061	$	0.815	February 24, 2015
August 2005	Debt financing	Common	131,579	$	0.95	February 24, 2015
June 2006	Debt financing	Series B	105,296	$	0.496	December 3, 2014
December 2007	Debt financing	Series B	28,419	$	0.737	June 12, 2016
December 2007	Equity financing	Series B	1,301,868	$	0.01	Earlier of (i) the closing of an IPO or (ii) December 18, 2017
January 2008	Equity financing	Series B	264,439	$	0.01	Earlier of (i) the closing of an IPO or (ii) December 18, 2017
May 2009	Debt financing	Series C	186,322	$	1.0597	May 1, 2019
May 2009	Debt financing	Series C	226,479	$	1.0597	May 14, 2019
June 2009	Debt financing	Series C	36,652	$	1.0597	June 25, 2019
October 2009	Debt financing	Series C	94,366	$	1.0597	October 28, 2019
October 2009	Debt financing	Series C	60,125	$	1.0597	October 30, 2019
May 2010	Debt financing	Series C	283,099	$	1.0597	May 5, 2020

			3,104,717

Fair Value of Warrant Liabilities

The following is a summary of the warrants to purchase common stock that are subject to remeasurement and the warrants to purchase convertible preferred stock outstanding and their fair values as of December 31, 2009 and 2010 (dollar amounts in thousands):

	Shares as of				Fair Value as of

	December 31, 2009		December 31, 2010		December 31, 2009		December 31, 2010
Common stock		361,640		361,640	$	48	$	1,007
Preferred stock		2,470,178		2,743,077		2,897		11,393

		2,831,818		3,104,717	$	2,945	$	12,400

F-23

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

8. Warrants (Continued)

The changes in Level 3 liabilities measured at fair value on a recurring basis are summarized as follows during the years ended December 31, 2008, 2009 and 2010 (in thousands):

	Year Ended December 31,

	2008			2009		2010
Fair value of warrant liabilities—beginning of period	$	1,322		$	1,311	$	2,945
Fair value of preferred stock warrants issued during the period		152			630		637
Fair value of common stock warrants extended during the period		—			—		359
Less: fair value of warrants exercised		—			—		(33	)
Change in fair value of the warrant liabilities		(163	)		1,004		8,492

Fair value of warrant liabilities—end of period	$	1,311		$	2,945	$	12,400

The fair values of outstanding common stock warrants that are subject to remeasurement were estimated using the Black-Scholes option-pricing model, including consideration of any potential additional value associated with pricing protection features, with the following weighted-average assumptions:

	Year Ended December 31,

	2008			2009			2010
Expected term (in years)		5.9			4.9			3.9
Risk-free interest rate		1.7	%		2.3	%		1.5	%
Expected volatility		68	%		66	%		55	%
Expected dividend rate		0	%		0	%		0	%

The fair values of outstanding convertible preferred stock warrants were estimated using the Black-Scholes option-pricing model, including consideration of any potential additional value associated with pricing protection features, with the following weighted-average assumptions:

	Year Ended December 31,

	2008	2009	2010
Expected term (in years)	3.1 - 9.0	2.1 - 9.3	1.1 - 9.4
Risk-free interest rate	1.3% - 2.2%	1.4% - 3.6%	0.6% - 3.3%
Expected volatility	50% - 61%	58% - 66%	43% - 61%
Expected dividend rate	0%	0%	0%

9. Stock-Based Compensation

Our 2003 Stock Option and Restricted Stock Plan (the "Plan"), as amended, provides for the grant of options to purchase up to 15,629,587 shares of our common stock. Stock options are exercisable at prices generally equal to the fair value of our common stock at the date of grant, as determined by the board of directors. Options generally vest over a four year period and may be exercised for a period of up to ten years. Vested options generally expire 90 days after termination of employment with certain exceptions described in the Plan.

F-24

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

9. Stock-Based Compensation (Continued)

The following table summarizes stock option activity related to shares of common stock for the years ended December 31, 2008, 2009 and 2010:

						Weighted- Average Exercise Price			Aggregate Intrinsic Value

									(in thousands)
Outstanding—January 1, 2008		6,002,330		4,692,563		$	0.575	6.9
	Additional options authorized	2,828,243		—
	Granted	(8,374,366	)	8,374,366			0.177
	Forfeited	287,934		(287,934	)		0.288
	Expired	116,031		(116,031	)		0.390

Outstanding—December 31, 2008		860,172		12,662,964			0.320	8.0
	Additional options authorized	1,000,000		—
	Granted	(2,304,032	)	2,304,032			0.637
	Forfeited	924,708		(924,708	)		0.586
	Expired	210,460		(210,460	)		0.128

Outstanding—December 31, 2009		691,308		13,831,828			0.358	7.4
	Additional options authorized	1,000,000		—
	Granted	(990,000	)	990,000			1.807
	Forfeited	53,333		(53,333	)		0.461
	Expired	4,167		(4,167	)		0.041
	Exercised	—		(42,000	)		0.200

Outstanding—December 31, 2010		758,808		14,722,328			0.455	6.6	$	45,122

Vested and expected to vest—December 31, 2010				14,042,334			0.459	6.6	$	42,977

Vested—December 31, 2010				10,450,828			0.356	6.0	$	33,062

The fair value of the option awards during the years ended December 31, 2008, 2009 and 2010 was calculated using the Black-Scholes option valuation model with the following assumptions:

	Year Ended December 31,

	2008	2009	2010
Expected term (in years)	6.25	6.25	6.25
Risk-free interest rate	2.6% - 4.1%	2.6% - 3.8%	1.7% - 2.6%
Expected volatility	42% - 52%	52%	52%
Expected dividend rate	0%	0%	0%

F-25

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

9. Stock-Based Compensation (Continued)

The expected term of the options represents the estimated time from the date of the grant until the date of exercise and is primarily based on the simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. Expected volatility is determined based on the historical volatility of a peer group of publicly-traded companies over the expected term of the options. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with a similar term. The expected dividend yield was assumed to be zero as we have never paid dividends and have no current plans to do so.

The aggregate intrinsic value of options exercised during the year ended December 31, 2010 was $100,000.

The weighted-average grant date fair value of our stock options during the years ended December 31, 2008, 2009 and 2010 was $0.08, $0.22 and $0.94 per share. The aggregate grant date fair value of our stock options granted to employees during the years ended December 31, 2008, 2009 and 2010 was $676,000, $518,000 and $935,000.

Stock-Based Compensation Expense

The total stock-based compensation expense during the years ended December 31, 2008, 2009 and 2010 are recognized in the statements of operations as follows (in thousands):

	Year Ended December 31,

	2008		2009		2010
Operations	$	27	$	31	$	144
Research and development		16		49		81
Sales and marketing		185		111		153
General and administrative		91		106		186

	$	319	$	297	$	564

As of December 31, 2010, total compensation expense related to unvested stock-based awards granted under the Plan, but not yet recognized, was $1.3 million, net of estimated forfeitures. This cost will be amortized on a straight-line basis over a weighted-average remaining period of 1.5 years. There was no capitalized stock-based compensation expense during the years ended December 31, 2008, 2009 and 2010.

F-26

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

9. Stock-Based Compensation (Continued)

Additional information regarding our stock options outstanding and vested and exercisable as of December 31, 2010 is summarized below:

	Options Outstanding						Options Vested and Exercisable

Exercise Prices	Number of Stock Options Outstanding		Weighted- Average Remaining Contractual Life (Years)		Weighted- Average Exercise Price per Share		Shares Subject to Stock Options		Weighted- Average Exercise Price per Share
$0.03		150,000		2.5	$	0.03		150,000	$	0.03
$0.14		7,107,970		7.1	$	0.14		5,768,311	$	0.14
$0.39-$0.44		3,225,375		5.9	$	0.41		2,182,079	$	0.40
$0.66-$0.95		2,926,184		4.4	$	0.76		2,002,639	$	0.80
$1.02-$1.23		322,799		3.7	$	1.19		322,799	$	1.19
$1.70-$2.02		922,500		9.4	$	1.75		25,000	$	1.70
$2.57		67,500		9.8	$	2.57		—	$	—

$0.03-$2.57		14,722,328						10,450,828

Non-Employee Stock-Based Compensation Expense

During the years ended December 31, 2008, 2009 and 2010, we granted 25,000, 20,000 and 25,000 stock options to non-employees of the Company. As of December 31, 2010, we had non-employee options to purchase 379,489 shares of common stock outstanding with exercise prices ranging from $0.08 to $1.70 and contractual terms up to 10 years. We have recorded stock-based compensation expense for these non-employee options of $9,000, $7,000 and $81,000 for the years ended December 31, 2008, 2009 and 2010, which is included in total stock-based compensation expense.

10. Commitments and Contingencies

Capital Lease Obligation

We entered into a capital lease obligation of $560,000 during the year ended December 31, 2010 for CloudWorx CaaS Platform equipment. Related accumulated amortization totaled $33,000 at December 31, 2010.

F-27

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

10. Commitments and Contingencies (Continued)

The following is a schedule of future minimum lease payments due under the capital lease obligation as of December 31, 2010 (in thousands):

Year Ending December 31:

	2011	$	131
	2012		131
	2013		131
	2014		131
	2015		77

Total minimum lease payments			601
Less: amount representing interest			(83	)

Present value of minimum lease payments			518
Less: current portion			(100	)

Capital lease obligation, non-current		$	418

Operating Leases

We have non-cancelable operating leases for office space and infrastructure facilities expiring at various dates through August 2013. Rent expense for non-cancellable operating leases with scheduled rent increases is recognized on a straight line basis over the lease term. Certain leases allow us, at our option, to renew the leases for various periods. Rent expense for the years ended December 31, 2008, 2009 and 2010 was $437,000, $547,000 and $592,000.

The following is a schedule of future minimum lease payments under non-cancelable operating leases as of December 31, 2010 (in thousands):



2011	$	1,704
2012		313
2013		204

Total	$	2,221

Purchase Commitment

We have a purchase commitment for CloudWorx CaaS Platform equipment to be ordered and delivered in 2011. As of December 31, 2010, the outstanding purchase commitment under the agreement amounted to $4.5 million.

Litigation

We are not a party to any litigation and do not have contingent reserves established for any litigation liabilities.

F-28

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

11. Notes Receivable from Stockholders

In June 2006, we issued 1,538,640 common shares to two of our executives in exchange for two promissory notes amounting to $1.6 million. The notes receivable carry an annual interest rate of 5.06% and will mature on the earlier of June 30, 2011 or the day immediately prior to a public offering. These notes are non-recourse notes and are secured by a pledge of the common stock, however, the notes were considered to be nonsubstantive and, as a result, the notes and related legally outstanding shares were not recorded on the balance sheet.

In December 2010, the notes receivable were amended to change the maturity date to the earlier of June 30, 2012 or the day immediately prior to a public offering. In addition, the annual interest rate was reduced to 0.32%.

12. Net Loss per Share of Common Stock

The following table sets for the computation of our basic and diluted net loss per share of common stock during the years ended December 31, 2008, 2009 and 2010 (in thousands, except for share and per share amounts). The shares purchased with the notes receivable from stockholders have been excluded as these shares are not deemed to be issued for accounting purposes until the notes are paid off.

	Year Ended December 31,

	2008			2009			2010
Net loss	$	(5,140	)	$	(3,343	)	$	(11,619	)

Shares used in computing net loss per share of common stock, basic and diluted		8,757,955			8,757,955			8,759,925

Net loss per share of common stock, basic and diluted	$	(0.59	)	$	(0.38	)	$	(1.33	)

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive:

	December 31,

	2008		2009		2010
Convertible preferred stock		41,685,408		41,685,408		41,695,608
Stock options to purchase common stock		12,662,964		13,831,828		14,722,328
Convertible preferred stock warrants		1,866,234		2,470,178		2,743,077
Common stock warrants		2,289,125		2,289,125		807,850
Shares purchased with stockholder notes		1,538,640		1,538,640		1,538,640

F-29

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

12. Net Loss per Share of Common Stock (Continued)

The following table sets forth the computation of our pro forma basic and diluted net loss per share of common stock during the year ended December 31, 2010 (in thousands, except for share and per share amounts):

	Year Ended December 31, 2010

	(Unaudited)
Net loss	$	(11,619	)
Change in fair value of convertible preferred stock warrant liabilities		7,892

Net loss used in computing pro forma net loss per share of common stock, basic and diluted	$	(3,727	)

Shares used in computing net loss per share of common stock, basic and diluted		8,759,925
Pro forma adjustments to reflect assumed conversion of convertible preferred stock		41,687,588

Shares used in computing pro forma net loss per share of common stock, basic and diluted		50,447,513

Pro forma net loss per share of common stock, basic and diluted	$	(0.07	)

13. Income Taxes

We did not record a provision or benefit for income taxes during the years ended December 31, 2008, 2009 and 2010.

Net deferred tax assets as of December 31, 2009 and 2010 consist of the following (in thousands):

			December 31, 2009			December 31, 2010

Deferred tax assets:
	Net operating loss carryforward		$	8,512		$	10,077
	Allowance for doubtful accounts			153			1
	Accrued compensation			805			1,088
	Accruals, reserves and other			397			1,052

		Gross deferred tax assets		9,867			12,218
	Valuation allowance			(8,349	)		(9,559	)

		Net deferred tax assets		1,518			2,659

Deferred tax liabilities:
	Depreciation and amortization			1,518			2,659

Net deferred tax assets			$	—		$	—

F-30

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

13. Income Taxes (Continued)

Reconciliations of the statutory federal income tax to our effective tax during the years ended December 31, 2008, 2009 and 2010 are as follows (in thousands):

	Year Ended December 31,

	2008			2009			2010
Tax at statutory federal rate	$	(1,799	)	$	(1,170	)	$	(4,067	)
State tax—net of federal benefit		(120	)		(78	)		(106	)
Change in valuation allowance		1,873			830			1,210
Fair market value adjustment to warrants		(57	)		352			2,972
Other		103			66			(9	)

Provision (benefit) for income taxes	$	—		$	—		$	—

The valuation allowance for deferred tax assets as of December 31, 2009 and 2010 was $8.4 million and $9.6 million, respectively. The net change in the total valuation allowance for each of the years ended December 31, 2008, 2009 and 2010 was an increase of $1.9 million, $0.6 million and $1.2 million, respectively. The valuation allowance was substantially related to net operating loss carryforwards that, in the judgment of management, are not more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income, and tax-planning strategies in making this assessment.

As of December 31, 2010, we had federal net operating loss carryforwards of $26.8 million expiring beginning in 2023. As of December 31, 2010, we had state net operating loss carryforwards of $15.2 million, expiring beginning in 2024.

Internal Revenue Code section 382 places a limitation (the Section 382 Limitation) on the amount of taxable income that can be offset by federal net operating carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. California has similar rules. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Management has considered the impact such limitation may have on the utilization of our operating loss carryforwards against taxable income in future periods.

As of December 31, 2009 and 2010, we had no unrecognized tax benefits.

We file income tax returns in the United States and various states. The tax years 2006 through 2010 remain open in most jurisdictions. We are not currently under examination by income tax authorities in federal or any state jurisdiction.

14. Subsequent Events

In February 2011, warrant holders exercised warrants for the purchase of 1,444,258 shares of Series B convertible preferred stock with an exercise price of $0.01 per share, resulting in gross proceeds to us of approximately $14,000. The portion of the warrant liability related to the exercised preferred stock warrants will be reclassified from warrant liabilities to convertible preferred stock.

F-31

Table of Contents

INTELEPEER, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

14. Subsequent Events (Continued)

On May 3, 2011, we increased the number of shares available for grant under our 2003 Stock Option and Restricted Stock Plan by 2.9 million shares.

On May 4, 2011, the two executives with outstanding notes receivable related to the purchase of common stock (see Note 11) repaid all of the outstanding principal and accrued interest due under the notes receivable.

We have evaluated subsequent events through May 9, 2011, the date the financial statements were available to be issued.

F-32

Shares

Common Stock

Prospectus

Joint Book-Running Managers


J.P. Morgan		Deutsche Bank Securities		Barclays Capital

Co-Managers


RBC Capital Markets		William Blair & Company

, 2011

Until , all dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following are the estimated expenses to be incurred in connection with the issuance and distribution of the securities registered under this registration statement, other than underwriting discounts and commissions. All amounts shown are estimates except the SEC registration fee and the Financial Industry Regulatory Authority, Inc. filing fee. The following expenses will be borne solely by the registrant.


SEC registration fee	$	11,610
FINRA filing fee	$	10,500
Exchange listing fee			*
Legal fees and expenses			*
Accounting fees and expenses			*
Printing expenses			*
Transfer agent fees and expenses			*
Miscellaneous expenses			*

Total	$

*: Estimate

Item 14. Indemnification of Directors and Officers.

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating court shall deem proper.

II-1

Table of Contents

Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized by Section 145 of the DGCL. Section 145(e) of the DGCL further provides that such expenses (including attorneys' fees) incurred by former directors and officers or other employees or agents of the corporation may be so paid upon such terms and conditions as the corporation deems appropriate.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

Our amended and restated bylaws that will be in effect upon completion of this offering will provide that we will indemnify, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was one of our directors or officers or, while serving as one of our directors or officers, is or was serving at our request as a director, officer, employee, or agent of another corporation or of another entity, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person, subject to limited exceptions relating to indemnity in connection with a proceeding (or part thereof) initiated by such person. Our amended and restated bylaws that will be in effect upon completion of this offering will further provide for the advancement of expenses to each of our officers and directors.

Our amended and restated certificate of incorporation that will be in effect upon completion of this offering will provide that, to the fullest extent permitted by the DGCL, as the same exists or may be amended from time to time, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Under Section 102(b)(7) of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty can be limited or eliminated except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (iv) for any transaction from which the director derived an improper personal benefit.

We also currently have and intend to maintain a general liability insurance policy which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers, whether or not we would have the power to indemnify such person against such liability under the DGCL or the provisions of our amended and restated certificate of incorporation or amended and restated bylaws.

We have entered into indemnification agreements with each of our directors and our executive officers that provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and by our amended and restated certificate of incorporation or amended and restated bylaws.

II-2

Table of Contents

Item 15. Recent Sales of Unregistered Securities.

Since January 1, 2008, we have issued the following securities that were not registered under the Securities Act:

1.: Between January 1, 2008 and April 30, 2011, we granted options to employees, directors and consultants to purchase an aggregate of 12,288,398 shares of our common stock under our 2003 Stock Plan at exercise prices ranging from $0.14 to $5.50. During this period, options to purchase (i) 10,000 shares of our common stock have been exercised for an exercise price of $0.39, (ii) 32,000 shares of our common stock have been exercised for an exercise price of $0.14, and (iii) 3,000 shares of our common stock have been exercised for an exercise price of $0.44, for cash consideration to us in the aggregate amount of $9,700. Of these options, 4,494,750 were deemed exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, and/or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.
2.: In January 2008, we issued 915,473 shares of our Series B preferred Stock to accredited investors at a purchase price of $0.7374 per share for an aggregate purchase price of approximately $675,000.
3.: In January 2008, we issued warrants to purchase 274,639 shares of Series B preferred stock with an exercise price of $0.01 per share to accredited investors.
4.: On June 5, 2008, June 17, 2008, and August 1, 2008 we collectively issued and sold an aggregate principal amount of $2,050,000 of subordinated convertible promissory notes to accredited investors.
5.: In October 2008, we issued 17,541,050 shares of our Series C preferred stock to accredited investors at a purchase price per share of $1.0597 for cash payments and $0.8478 for issuances upon conversion of the above-mentioned promissory notes.
6.: In December 2008, we issued a warrant to purchase 70,775 shares of common stock with an exercise price of $0.44 per share to an accredited investor.
7.: In May 2009, we issued warrants to purchase 412,801 shares of Series C preferred stock with an exercise price of $1.0597 per share to accredited investors.
8.: In June 2009, we issued a warrant to purchase 36,652 shares of Series C preferred stock with an exercise price of $1.0597 per share to an accredited investor.
9.: In October 2009, we issued warrants to purchase 154,491 shares of Series C preferred stock with an exercise price of $1.0597 per share to accredited investors.
10.: In February 2010, the expiration dates with respect to certain warrants to purchase 361,640 shares of common stock were extended to February 24, 2015.
11.: In May 2010, we issued warrants to purchase 283,099 shares of Series C preferred stock with an exercise price of $1.0597 per share to accredited investors.
12.: In May 2010, we issued warrants to purchase 23,120 shares of common stock with an exercise price of $1.70 per share to accredited investors.
13.: In June 2010, we issued an option to purchase 150,000 shares of common stock at an exercise price of $0.03 per share outside of our stock option plan to Daniel Quandt in connection with services rendered.
14.: In October 2010, warrants to purchase 2,454 shares of common stock were exercised for an exercise price of $0.815 for total proceeds to us of $2,000.

II-3

Table of Contents

15.: In October 2010, warrants to purchase 10,200 shares of Series B preferred stock were exercised for an exercise price of $0.01 for total proceeds to us of $102.
16.: In February 2011, warrants to purchase 1,444,258 shares of Series B preferred stock were exercised for an exercise price of $0.01 for total proceeds to us of $14,442.

Except as noted above, the issuance of options, shares issued upon exercise of options and restricted stock described in the first item above was deemed exempt from registration under the Securities Act in reliance on Rule 701 promulgated thereunder as transactions pursuant to compensatory benefit plans and contracts relating to compensation. The other issuances of securities described above were deemed exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, and/or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Item 16. Exhibits.

(a): Exhibits.

Number			Description

	1.1*		Form of Underwriting Agreement.
	3.1		Amended and Restated Certificate of Incorporation, as corrected and amended, as currently in effect.
	3.2*		Form of Amended and Restated Certificate of Incorporation to be effective upon completion of the offering.
	3.3		Amended and Restated Bylaws, as currently in effect.
	3.4*		Form of Amended and Restated Bylaws to be effective upon completion of the offering.
	4.1*		Specimen of Stock Certificate.
	4.2		Registration Rights Agreement by and among IntelePeer, Inc. and the investors listed on Exhibit A thereto, as amended.
	4.3		Common Stock Purchase Warrant issued May 4, 2010 to Vogen Funding, L.P.
	4.4		Stock Purchase Warrant to Purchase Common Stock issued June 14, 2007 to Vogen Funding, L.P.
	4.5		Stock Purchase Warrant to Purchase Common Stock issued December 3, 2008 to Vogen Funding, L.P.
	4.6		Stock Purchase Warrant to Purchase Common Stock issued October 4, 2004 to Vencore Solutions LLC.
	4.7		Stock Purchase Warrant to Purchase Common Stock issued September 20, 2006 to Vencore Solutions LLC.
	4.8		Stock Purchase Warrant to Purchase Series A Preferred Stock issued January 28, 2005 to Vencore Solutions LLC.
	4.9		Stock Purchase Warrant to Purchase Series B Preferred Stock issued June 12, 2006 to Vencore Solutions LLC.
	4.10		Form of Stock Purchase Warrant to Purchase Common Stock issued in connection with November 12, 2004 Bridge Financing.

II-4

Table of Contents

Number			Description

	4.11		Stock Purchase Warrant to Purchase Common Stock issued February 24, 2005 to DNJ Leasing II, L.P.
	4.12		Stock Purchase Warrant to Purchase Common Stock issued August 1, 2005 to DNJ Leasing II, L.P.
	4.13		Amendment to Stock Purchase Warrants to Purchase Common Stock by and between IntelePeer, Inc. & DNJ Capital Partners II, LLC, dated October 23, 2010.
	4.14		Warrant to Purchase Stock issued October 20, 2004 to Silicon Valley Bank.
	4.15		Warrant to Purchase Stock issued December 3, 2004 to Silicon Valley Bank.
	4.16		Warrant to Purchase Stock issued January 28, 2005 to Silicon Valley Bank.
	4.17		Warrant to Purchase Shares of Series C Preferred Stock issued May 1, 2009 to Compass Horizon Funding Company LLC.
	4.18		Warrant to Purchase Series C Preferred Stock issued May 14, 2009 to Atel Ventures, Inc.
	4.19		Warrant Agreement by and between IntelePeer, Inc. and Hercules Technology II, L.P., dated May 5, 2010.
	4.20		Warrant Agreement by and between IntelePeer, Inc. and Comerica Bank, dated May 5, 2010.
	5.1*		Opinion of DLA Piper LLP (US).
	10.1†		2003 Stock Option and Restricted Stock Plan and Form of Stock Option Agreement under the 2003 Stock Option and Restricted Stock Plan.
	10.2†		Amended and Restated 2003 Stock Option and Restricted Stock Plan and Form of Stock Option Agreement under the Amended and Restated 2003 Stock Option and Restricted Stock Plan.
	10.3†		2011 Equity Incentive Plan and Form of Stock Option Agreement, Form of Restricted Stock Units Agreement and Form of Restricted Stock Agreement under the 2011 Equity Incentive Plan.
	10.4		Form of Indemnification Agreement to be entered into by and between IntelePeer, Inc. and each of its directors and executive officers.
	10.5†		Amended and Restated Executive Employment Agreement with Frank Fawzi, dated May 6, 2011.
	10.6†		Amended and Restated Executive Employment Agreement with Andre Simone, dated May 6, 2011.
	10.7†		Amended and Restated Executive Employment Agreement with Haydar Haba, dated May 6, 2011.
	10.8†		Offer Letter Agreement with John Belanger, dated December 10, 2003.
	10.9†		Offer Letter Agreement with Phillip Bronsdon, dated August 21, 2007.
	10.10†		Offer Letter Agreement with Raymond Smets, dated January 11, 2011.
	10.11†		Offer Letter Agreement with Lawrence Irving, dated January 26, 2011.
	10.12		Sublease Agreement between IntelePeer, Inc. and Con-way, Inc., dated August 1, 2008.

II-5

Table of Contents

Number			Description

	10.13		First Amendment to Sublease Agreement between IntelePeer, Inc. and Con-way, Inc., dated April 12, 2011.
	10.14		Commercial Lease Agreement between IntelePeer, Inc. and Garvin Partners, dated August 21, 2008.
	10.15		Loan and Security Agreement among IntelePeer, Inc., Hercules Technology II, L.P. and Comerica Bank, dated May 5, 2010.
	21.1		List of Subsidiaries.
	23.1*		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
	23.2		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
	24.1		Power of Attorney (see signature page to this registration statement).

*: To be filed by amendment.
†: Indicates a management contract or any compensatory plan, contract, or arrangement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of us in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes that:

(i): For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(ii): For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California on May 9, 2011.


		INTELEPEER, INC.
		By:		/s/ FRANK FAWZI Frank Fawzi President and Chief Executive Officer, Chairman of the Board of Directors

POWER OF ATTORNEY

Know all men by these presents, that the undersigned directors and officers of the registrant, a Delaware corporation, which is filing a registration statement on Form S-1 with the SEC, Washington, D.C. 20549 under the provisions of the Securities Act, hereby constitute and appoint Frank Fawzi and Andre Simone, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and all other documents in connection therewith to be filed with the SEC, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ FRANK FAWZI Frank Fawzi	President and Chief Executive Officer, Chairman of the Board of Directors (Principal Executive Officer)	May 9, 2011
/s/ ANDRE SIMONE Andre Simone	Chief Financial Officer and Secretary (Principal Financial Officer)	May 9, 2011
/s/ TODD SMITH Todd Smith	Vice President and Corporate Controller (Principal Accounting Officer)	May 9, 2011
/s/ HAYDAR HABA Haydar Haba	Founder, Chief Visionary Officer, Director	May 9, 2011

II-7

Table of Contents

Signature	Title	Date


/s/ WILLIAM HARDING William Harding	Director	May 9, 2011
/s/ JAVIER ROJAS Javier Rojas	Director	May 9, 2011
/s/ RAYMOND SMETS Raymond Smets	Director	May 9, 2011
/s/ LAWRENCE IRVING Lawrence Irving	Director	May 9, 2011

II-8

Table of Contents

EXHIBIT INDEX

Number			Description

	1.1*		Form of Underwriting Agreement.
	3.1		Amended and Restated Certificate of Incorporation, as corrected and amended, as currently in effect.
	3.2*		Form of Amended and Restated Certificate of Incorporation to be effective upon completion of the offering.
	3.3		Amended and Restated Bylaws, as currently in effect.
	3.4*		Form of Amended and Restated Bylaws to be effective upon completion of the offering.
	4.1*		Specimen of Stock Certificate.
	4.2		Registration Rights Agreement by and among IntelePeer, Inc. and the investors listed on Exhibit A thereto, as amended.
	4.3		Common Stock Purchase Warrant issued May 4, 2010 to Vogen Funding, L.P.
	4.4		Stock Purchase Warrant to Purchase Common Stock issued June 14, 2007 to Vogen Funding, L.P.
	4.5		Stock Purchase Warrant to Purchase Common Stock issued December 3, 2008 to Vogen Funding, L.P.
	4.6		Stock Purchase Warrant to Purchase Common Stock issued October 4, 2004 to Vencore Solutions LLC.
	4.7		Stock Purchase Warrant to Purchase Common Stock issued September 20, 2006 to Vencore Solutions LLC.
	4.8		Stock Purchase Warrant to Purchase Series A Preferred Stock issued January 28, 2005 to Vencore Solutions LLC.
	4.9		Stock Purchase Warrant to Purchase Series B Preferred Stock issued June 12, 2006 to Vencore Solutions LLC.
	4.10		Form of Stock Purchase Warrant to Purchase Common Stock issued in connection with November 12, 2004 Bridge Financing.
	4.11		Stock Purchase Warrant to Purchase Common Stock issued February 24, 2005 to DNJ Leasing II, L.P.
	4.12		Stock Purchase Warrant to Purchase Common Stock issued August 1, 2005 to DNJ Leasing II, L.P.
	4.13		Amendment to Stock Purchase Warrants to Purchase Common Stock by and between IntelePeer, Inc. & DNJ Capital Partners II, LLC, dated October 23, 2010.
	4.14		Warrant to Purchase Stock issued October 20, 2004 to Silicon Valley Bank.
	4.15		Warrant to Purchase Stock issued December 3, 2004 to Silicon Valley Bank.
	4.16		Warrant to Purchase Stock issued January 28, 2005 to Silicon Valley Bank.
	4.17		Warrant to Purchase Shares of Series C Preferred Stock issued May 1, 2009 to Compass Horizon Funding Company LLC.
	4.18		Warrant to Purchase Series C Preferred Stock issued May 14, 2009 to Atel Ventures, Inc.
	4.19		Warrant Agreement by and between IntelePeer, Inc. and Hercules Technology II, L.P., dated May 5, 2010.

Table of Contents

Number			Description

	4.20		Warrant Agreement by and between IntelePeer, Inc. and Comerica Bank, dated May 5, 2010.
	5.1*		Opinion of DLA Piper LLP (US).
	10.1†		2003 Stock Option and Restricted Stock Plan and Form of Stock Option Agreement under the 2003 Stock Option and Restricted Stock Plan.
	10.2†		Amended and Restated 2003 Stock Option and Restricted Stock Plan and Form of Stock Option Agreement under the Amended and Restated 2003 Stock Option and Restricted Stock Plan.
	10.3†		2011 Equity Incentive Plan and Form of Stock Option Agreement, Form of Restricted Stock Units Agreement and Form of Restricted Stock Agreement under the 2011 Equity Incentive Plan.
	10.4		Form of Indemnification Agreement to be entered into by and between IntelePeer, Inc. and each of its directors and executive officers.
	10.5†		Amended and Restated Executive Employment Agreement with Frank Fawzi, dated May 6, 2011.
	10.6†		Amended and Restated Executive Employment Agreement with Andre Simone, dated May 6, 2011.
	10.7†		Amended and Restated Executive Employment Agreement with Haydar Haba, dated May 6, 2011.
	10.8†		Offer Letter Agreement with John Belanger, dated December 10, 2003.
	10.9†		Offer Letter Agreement with Phillip Bronsdon, dated August 21, 2007.
	10.10†		Offer Letter Agreement with Raymond Smets, dated January 11, 2011.
	10.11†		Offer Letter Agreement with Lawrence Irving, dated January 26, 2011.
	10.12		Sublease Agreement between IntelePeer, Inc. and Con-way, Inc., dated August 1, 2008.
	10.13		First Amendment to Sublease Agreement between IntelePeer, Inc. and Con-way, Inc., dated April 12, 2011.
	10.14		Commercial Lease Agreement between IntelePeer, Inc. and Garvin Partners, dated August 21, 2008.
	10.15		Loan and Security Agreement among IntelePeer, Inc., Hercules Technology II, L.P. and Comerica Bank, dated May 5, 2010.
	21.1		List of Subsidiaries.
	23.1*		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
	23.2		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
	24.1		Power of Attorney (see signature page to this registration statement).

*: To be filed by amendment.
†: Indicates a management contract or any compensatory plan, contract, or arrangement.

EX-3.1 2 a2203792zex-3_1.htm EX-3.1

Exhibit 3.1

AMENDED & RESTATED

CERTIFICATE OF INCORPORATION

INTELEPEER, INC.

IntelePeer, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

FIRST: That the name of this Corporation is IntelePeer, Inc. and that this Corporation was originally incorporated pursuant to the General Corporation Law on October 5, 2006 under the name Voex, Inc.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this Corporation, declaring said amendment and restatement to be advisable and in the best interests of this Corporation and its stockholders, and authorizing the appropriate officers of this Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended and restated in its entirety as follows (the “Restated Certificate”):

ARTICLE I

The name of this Corporation is IntelePeer, Inc. (the “Corporation”).

ARTICLE II

The address of the registered office of this Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of Newcastle 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

A. Authorization of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of shares that this Corporation is authorized to issue is 80,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and 43,760,592 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). The Preferred Stock shall be divided into three series. The first series of Preferred Stock shall consist of 1,280,210 shares and shall be designated “Series A Preferred Stock.” The second series of Preferred Stock shall consist of 24,730,382 shares and shall be designated “Series B Preferred Stock.” The third series of Preferred Stock shall consist of 17,750,000 shares and shall be designated “Series C Preferred Stock”.

Irrespective of any contrary provisions contained in Section 242(b)(2) of the General Corporation Law, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares then outstanding) by the holders of shares of Common Stock voting together with the holders of shares of Preferred Stock as a single class (on an as-converted to Common Stock basis), and the holders of shares of Common Stock shall not be entitled to a separate class vote with respect thereto.

B. Rights, Preferences and Restrictions of Preferred Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Preferred Stock are as set forth below in this Article IV(B).

1. Dividend Provisions.

(a) The holders of shares of Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of this Corporation) on the Common Stock of this Corporation, at the applicable Dividend Rate (as defined below), payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. Declared but unpaid dividends with respect to a share of Preferred Stock shall, upon conversion of such share to Common Stock, be paid to the extent assets are legally available therefor either in cash or in Common Stock (valued at the fair market value on the date of payment as determined by the Board of Directors of this Corporation). The holders of the outstanding Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1 upon the affirmative vote or written consent of the holders of at least 66% of the shares of Preferred Stock then outstanding (voting together as a single class and not as separate series, and on an as-converted basis). For purposes of this subsection 1(a), “Dividend Rate” shall mean (i) $0.0368 per annum for each share of Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series A Preferred Stock) (ii) $0.0590 per annum for each share of Series B Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series B Preferred Stock) and (iii) $0.0848 per annum for each share of Series C Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series C Preferred Stock).

(b) Upon the Conversion of any shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock into Common Stock as provided in Section 4, all then accrued dividends on such shares that are undeclared as of the date of Conversion shall be waived and all Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock dividends shall cease to accrue on such converted shares.

(c) So long as any shares of Series B Preferred Stock or Series C Preferred Stock shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Series A Preferred Stock or Common Stock, nor shall any shares of any Series A Preferred Stock or Common Stock of the Corporation be purchased, redeemed, or otherwise acquired for value by the Corporation (except for acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares upon termination of services to the Corporation or in exercise of the Corporation’s right of first refusal upon a proposed transfer) until all dividends (set forth in Section l(a) above) on the Series B Preferred Stock and Series C Preferred Stock shall have been paid or declared and set apart. The provisions of this Section l(c) shall not, however, apply to (i) a dividend payable in Common Stock, or (ii) any repurchase of any outstanding securities of the Corporation that is approved by the Corporation’s Board of Directors, with such

approval to include the approval of each of the Series B Director (as defined below) and the Series C Director (as defined below).

(d) So long as any shares of Series A Preferred Stock shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Common Stock, nor shall any shares of any Common Stock of the Corporation be purchased, redeemed, or otherwise acquired for value by the Corporation (except for acquisitions of Common Stock by the Corporation pursuant to agreements which permit the Corporation to repurchase such shares upon termination of services to the Corporation or in exercise of the Corporation’s right of first refusal upon a proposed transfer) until all dividends (set forth in Section 1(a) above) on the Series A Preferred Stock shall have been paid or declared and set apart. The provisions of this Section l(d) shall not, however, apply to (i) a dividend payable in Common Stock, or (ii) any repurchase of any outstanding securities of the Corporation that is approved by the Corporation’s Board of Directors.

(e) Subject to the foregoing clauses (a), (b), (c), and (d), after payment of dividends described in Section 1(a), any additional dividends or distributions shall be distributed out of any assets legally available therefor, payable when, as and if declared by the Board of Directors, among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that one held and/or would be held by each such holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate.

2. Liquidation Preference. In the event of any Liquidation Event (as defined below), either voluntary or involuntary, distribution of the proceeds of such Liquidation Event (the “Proceeds”) of this Corporation to the stockholders of this Corporation shall be made in the following manner:

(a) the holders of the Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the Proceeds to the holders of the Series B Preferred Stock, Series A Preferred Stock and/or the Common Stock, by reason of their ownership of such stock, an amount equal to the Original Issue Price per share (as defined below) of the Series C Preferred Stock, plus all accrued or declared but unpaid dividends on such share, for each share of Series C Preferred Stock then held by them. If, upon the occurrence of such event, the Proceeds thus distributed among the holders of the Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Series C Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

(b) upon the completion of the distribution to the holders of Series C Preferred required by subsection (a) of this Section 2 and before distribution of any remaining Proceeds to the holders of Series A Preferred Stock and/or the Common Stock or any further distribution of the remaining Proceeds to the holders of Series C Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to receive by reason of their ownership of such stock, an amount equal to the Original Issue Price per share (as defined below) of the Series B Preferred Stock, plus all accrued or declared but unpaid dividends on such share, for each share of Series B Preferred Stock then held by them. If, upon the occurrence of such event, the remaining Proceeds available for distribution among the holders of the Series B Preferred Stock after completion of the distribution to the holders of Series C Preferred Stock required by subsection (a) of this Section 2 shall be insufficient to permit the payment to the holders of the Series B Preferred Stock of the full aforesaid preferential amounts, then the entire remaining Proceeds legally available for distribution after completion of the distribution to the holders of Series C Preferred Stock required by subsection (a) of this Section 2 shall be distributed ratably among the holders of the

Series B Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

(c) upon the completion of the distribution to the holders of Series C Preferred and Series B Preferred Stock required by subsections (a) and (b) of this Section 2 and before distribution of any remaining Proceeds to the holders of the Common Stock or any further distribution of the remaining Proceeds to the holders of Series C Preferred Stock and Series B Preferred Stock, the holders of the Series A Preferred Stock shall be entitled to receive, by reason of their ownership of such stock, an amount equal to the Original Issue Price per share (as defined below) of the Series A Preferred Stock, plus all accrued or declared but unpaid dividends on such share, for each share of Series A Preferred Stock then held by them. If, upon the occurrence of such event, the remaining Proceeds available for distribution to the Series A Preferred Stock after completion of the distribution to the holders of Series C Preferred Stock and Series B Preferred Stock required by subsections (a) and (b) of this Section 2, shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then such remaining Proceeds legally available for distribution after completion of the distribution to the holders of Series C Preferred Stock and Series B Preferred Stock required by subsections (a) and (b) of this Section 2 shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive.

For purposes of this Restated Certificate, “Original Issue Price” for the Series A Preferred Stock. the Series B Preferred Stock and the Series C Preferred Stock shall mean $0.46 per share, $0.7374 per share, and $1.0597 per share, respectively (each as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock).

(d) Upon completion of the distributions required by subsections (a), (b) and (c) of this Section 2, all of the remaining Proceeds shall be distributed among the holders of Common Stock and Preferred Stock pro rata and with equal priority based on the number of shares of Common Stock held by each such holder, with the shares of Preferred Stock being treated for this purpose as if they had been converted to shares of Common Stock at the then applicable Conversion Rate.

(e) (i) For purposes of this Section 2, a “Liquidation Event” shall include: (A) any reorganization by way of share exchange, consolidation or merger, in one transaction or series of related transactions (each, a “combination transaction”), in which the Corporation is a constituent corporation or is a party with another entity if, as a result of such combination transaction, the voting securities of the Corporation that are outstanding immediately prior to the consummation of such combination transaction (other than any such securities that are held by an “Acquiring Stockholder,” as defined below) do not represent, or are not converted into, securities of the surviving entity of such combination transaction (or such surviving entity’s parent entity if the surviving entity is owned by the parent entity) that, immediately after the consummation of such combination transaction, together possess at least a majority of the total voting power of all securities of such surviving entity (or its parent entity, if applicable) that are outstanding immediately after the consummation of such combination transaction, including securities of such surviving entity (or its parent entity, if applicable) that are held by the Acquiring Stockholder; (B) a combination transaction in which stockholders of the Corporation sell or otherwise transfer for consideration voting securities of the Corporation that represent at least fifty percent (50%) of the total voting power of all then outstanding securities of the Corporation; (C) a sale, transfer, lease or other disposition of all or substantially all of the assets of the Corporation (including an exclusive license of all or substantially all of the Corporation’s intellectual property); or (D) a liquidation, dissolution or winding up of the Corporation. For purposes of this Section 2, an “Acquiring Stockholder” means a stockholder or stockholders of the Corporation that (i) merges or combines with the Corporation in such combination transaction or (ii) owns or controls a majority of the voting power of another entity that merges or combines with the Corporation in such combination transaction.

For purposes of Section 2(e)(i)(B), a “combination transaction” shall not include a financing effected by the Corporation for capital raising purposes. The treatment of any particular transaction or series of related transactions as a Liquidation Event may be waived by the vote or written consent of the holders of at least 66% of the outstanding Series B and Series C Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis).

(ii) In any Liquidation Event, if any portion of the Proceeds received by this Corporation or its stockholders is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors of this Corporation (including the approval of the Series B Director (as defined below) and Series C Director (as defined below)), unless otherwise determined pursuant to the definitive agreement governing such transaction. Any securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below:

(1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event;

(2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event; and

(3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined in good faith by the Board of Directors of this Corporation (including the approval of the Series B Director and Series C Director).

(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors of the Corporation (including the approval of the Series B Director and Series C Director).

(iii) For purposes of determining whether the holders of the Preferred Stock have received all amounts due to them under Sections 2(a), 2(b) and 2(c) above, the Proceeds distributed or distributable to such holders of Preferred Stock shall include only cash and other property which such holders of Preferred Stock receive upon the closing of the transaction constituting a Liquidation Event under Section 2(e)(i), and which cash and other property is not subject to an “earn out” or similar contingency, or subject to escrow or similar risk of forfeiture (the “Liquidation Event Closing Proceeds”). If subsequently the holders of Preferred Stock receive additional cash and other property through an “earn out” or a release upon the occurrence of a contingency, and which additional cash and other property is not subject to a risk of forfeiture (the “Liquidation Event Post-Closing Proceeds”), then at the time the holders of Preferred Stock receive the Liquidation Event Post-Closing Proceeds such Proceeds will be deemed “received” by the holders of Preferred Stock under Sections 2(a), 2(b) and 2(c) above.

(iv) Notice of Transaction. The Corporation shall give each holder of record of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock prior written notice of

any transaction described in Section 2(e)(i) in connection with materials delivered to stockholders in connection with the approval of such transaction not later than fifteen (15) days prior to the stockholders’ meeting called to approve such transaction, or fifteen (15) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than fifteen (15) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after this corporation has given notice of any material changes provided for herein.

(v) Waiver of Notice. The holders of at least 66% of the outstanding shares of Preferred Stock may, at any time upon written notice to the Corporation, waive any notice provisions specified herein for the benefit of such holders, and any such waiver shall be binding upon the holders of all such securities.

3. Redemption.

(a) Redemption Request. Subject to the terms and conditions of this Section 3 and subject to any liquidation preference rights which may have been previously invoked under Section 2 hereof, to the extent that any outstanding shares of Series C Preferred Stock and Series B Preferred Stock have not been redeemed or converted into Common Stock at least three (3) days prior to the first date set for redemption, the Corporation shall, upon receiving a written request at any time after September 30, 2013, signed by the holders of at least 66% of the then outstanding shares of Series C Preferred Stock and Series B Preferred Stock (voting together as a single class and not as separate series) to the extent it may lawfully do so, redeem, (a “Redemption”) on the date three (3) months following its receipt of such written redemption request and on the last day of each calendar quarter thereafter (each referred to hereafter as a “Redemption Date”), all the number of Series C Preferred Stock and Series B Preferred Stock that are outstanding on the date the Corporation receives such written redemption request. The Series C Redemption Price (as defined below) and the Series B Redemption Price (as defined below) shall be paid from any source of funds legally available therefor, until all outstanding shares of Series C Preferred Stock and Series B Preferred Stock to be redeemed have been redeemed or converted to Common Stock as provided in Section 4 or the request for redemption has been withdrawn or terminated as provided below.

(b) Withdrawal or Termination of Request. A redemption request may be withdrawn or terminated upon the request of the holders of at least 66% of the issued and outstanding shares of Series C Preferred Stock and Series B Preferred Stock (voting together as a single class and not as separate series) on the date of the request for withdrawal or termination, but only with respect to the shares of Series C Preferred Stock and Series B Preferred Stock that had not been redeemed in full in cash as of such Redemption Date. After any such withdrawn or terminated redemption request, the shares of Series C Preferred Stock and Series B Preferred Stock shall again be subject to redemption pursuant to this Section 3 upon the request of the holders of Series C Preferred Stock and Series B Preferred Stock as provided above.

(c) Redemption Price. Upon a Redemption of Series C Preferred Stock and the Series B Preferred Stock, the Corporation shall pay in cash to the holder of a redeemed share a sum equal to the Original Issue Price multiplied by two, plus declared but unpaid dividends (the “Redemption Price”). The Redemption Price shall be paid in cash.

(d) Holder Notice. At least fifteen (15) but no more than thirty (30) days prior to the Redemption Date, if the holders of Series C Preferred Stock and Series C Preferred Stock exercise their right of Redemption pursuant to Section 3(a) above, written notice shall be mailed, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on

which notice is given) of the Series C Preferred Stock and Series B Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such holder, notifying such holder of the Redemption to be effected, specifying the number of shares to be redeemed from such holder, the Redemption Date, the Redemption Price the manner in which payment shall be obtained, and calling upon such holder to surrender to this Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares to be redeemed (the “Holder Notice”). Except as provided in Section 3(e), each holder of (i) Series C Preferred Stock and (ii) Series B Preferred Stock to be redeemed shall surrender to this Corporation on or after the Redemption Date the certificate or certificates representing such shares, in the manner and at the place designated in the Holder Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person or entity whose name appears on such certificate or certificates as the owner thereof in the manner specified in Section 3(c), and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

(e) Rights. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of shares of Series C Preferred Stock and Series B Preferred Stock designated for Redemption in the Holder Notice as holders of Series C Preferred Stock and Series B Preferred Stock (except the right to receive the Redemption Price, upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of this Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of this Corporation legally available for Redemption of shares of Series C Preferred Stock and Series B Preferred Stock on the Redemption Date are insufficient to redeem the total number of shares of Series C Preferred Stock and Series B Preferred Stock to be redeemed on such date, (i) those funds that are legally available shall be used to redeem the maximum possible number of such shares ratably among the holders of such shares to be redeemed in proportion to the amounts that the Series C Preferred Stock and Series B Preferred Stock would otherwise have been entitled to receive if all amounts payable on or with respect to such Series C Preferred Stock and Series B Preferred Stock in such Redemption had been paid in full and (ii) the Corporation will make best efforts to pursue a capital raising transaction to allow it to complete such Redemption. If the Corporation is unable to raise enough capital to complete the Redemption, the Corporation may complete such Redemption in thirty-six equal monthly installments, including interest at 13% per annum. The shares of Series C Preferred Stock and Series B Preferred Stock not redeemed shall remain outstanding and be entitled to all the rights and preferences provided herein.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series by the applicable Conversion Price for such series (the conversion rate for a series of Preferred Stock into Common Stock is referred to herein as the “Conversion Rate” for such series), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Conversion Price per share for each series of Preferred Stock shall be the Original Issue Price applicable to such series; provided, however, that the Conversion Price for the Preferred Stock shall be subject to adjustment as set forth in subsection 4(d).

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Rate at the time in effect for such series of Preferred Stock immediately upon the this Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form SB-2 under the

Securities Act of 1933, as amended, that results in aggregate gross proceeds to the Corporation, net of underwriting expenses, in excess of $50,000,000 (a “Qualified Public Offering”) at an offering price per share equal to three times (3x) the Original Issue Price for the Series C Preferred. Additionally, each share of Preferred Stock shall automatically be converted into shares of Common Stock at the respective Conversion Rates at the time in effect for such series of Preferred Stock immediately upon the date specified by written consent or agreement of the holders of at least 66% of the then outstanding shares of Series B Preferred Stock and Series C Preferred Stock (voting together as a single class and not as a separate series, and on an as-converted basis).

(i) Before any holder of Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, (or shall execute and deliver such reasonable and appropriate documentation, including an affidavit of loss, if such certificate or certificates, are lost, stolen or destroyed) at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein the name or names in which such holder wishes the certificate for shares of Common Stock to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to such holder’s nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

(ii) Notwithstanding the foregoing, if any shares of Preferred Stock are converting into shares of Common Stock pursuant to the provisions of Article IV, Section 4(b), the conversion shall occur automatically without any further action by the holders of Preferred Stock affected thereby and whether or not the certificates representing such shares of Preferred Stock are surrendered to the Corporation or any transfer agent for the Preferred Stock. The Corporation shall not be obligated to issue a certificate or certificates evidencing the shares of Common Stock resulting from the automatic conversion unless the certificate or certificates evidencing such shares of Preferred Stock are either delivered to the Corporation or any transfer agent for the Preferred Stock, or the holder of Preferred Stock notifies the Corporation or any transfer agent for the Preferred Stock that such certificate or certificates have been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate or certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.

(d) Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Preferred Stock shall be subject to adjustment from time to time as follows:

(i)

(A) If this Corporation shall issue, on or after the date upon which a share of Preferred Stock was first issued (the “Effective Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for such series in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price determined by multiplying such Conversion Price by a fraction: (x) the numerator of which is equal to the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of Common Stock which the aggregate consideration received by this Corporation for the total number of Additional Stock so issued would purchase at the Conversion Price in effect immediately prior to such issuance; and (y) the denominator of which is equal to the number of shares of Common Stock Outstanding (as defined below) prior to such issuance plus the number of Additional Stock so issued. For purposes of this Section 4(d)(i)(A), the term “Common Stock Outstanding” shall mean and include the following: (1) outstanding Common Stock, (2) Common Stock issuable upon conversion of outstanding Preferred Stock, (3) Common Stock issuable upon exercise of outstanding stock options and (4) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants. Shares described in (1) through (4) above shall be included whether vested or unvested, whether contingent or non-contingent, and whether exercisable or not yet exercisable.

(B) No adjustment of the Conversion Price for the Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion Price pursuant to this subsection 4(d)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this Corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of the Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors (including the approval of the Series B Director and the Series C Director) irrespective of any accounting treatment.

(E) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefore:

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued

at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)), if any, received by this Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by this Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)).

(3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Conversion Price of the Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of the Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5) The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

(ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this Corporation on or after the Effective Date other than:

(A) shares of Preferred Stock or Common Stock issued pursuant to a stock split, reverse stock split, reincorporation, reclassification, or combination of the Corporation’s capital stock, including shares issued prior to the date hereof in connection with the Corporation’s reincorporation in the State of Delaware and the previous reclassification of the Corporation’s Series B Preferred Stock;

(B) shares of Common Stock issuable or issued to directors, officers, employees, and consultants of the Corporation directly or pursuant to stock or stock option plans, agreements or other arrangements approved by the Board of Directors of the Corporation (including the Series B Director and the Series C Director);

(C) shares of capital stock, or options or warrants to purchase capital stock, issued to financial institutions or lessors in connection with commercial credit arrangements, equipment financings, or similar transactions, which issuances are primarily for other than equity financing purposes, and provided that such issuance of options or warrants is approved by the Board of Directors, including the Series B Director and Series C Director;

(D) shares of Common Stock or Preferred Stock issuable upon exercise of options and warrants outstanding as of the date of filing of this Restated Certificate;

(E) shares of capital stock or warrants or options to purchase capital stock issued in connection with bona fide acquisitions, mergers, or similar transactions, the terms of which are approved by the Board of Directors, including the Series B Director and Series C Director;

(F) shares of Series C Preferred Stock issued or issuable pursuant to the that certain Series C Preferred Stock Purchase Agreement dated on or around October 30, 2008, as the same may be amended from time to time pursuant to its terms;

(G) shares of Common Stock issued or issuable upon conversion of the Corporation’s Preferred Stock; and

(H) shares of Common Stock issued or issuable in a Qualified Public Offering.

The “Effective Price” of Additional Stock shall mean the quotient determined by dividing the total number of shares of Additional Stock issued or sold, or deemed to have been issued or sold by the Corporation, into the aggregate consideration received, or deemed to have been received by the Corporation for such issue for such Additional Stock.

(iii) Adjustment For Stock Splits And Combinations. If the Corporation shall at any time or from time to time after the Effective Date effect a subdivision of the outstanding Common Stock without a corresponding subdivision of the Preferred Stock, the Conversion Price for the applicable series of Preferred Stock in effect immediately before that subdivision shall be proportionately decreased. Conversely, if the Corporation shall at any time or from time to time after the Effective Date combine the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Preferred Stock, the Conversion Price for the applicable series of Preferred Stock in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 4(ii) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(iv) Adjustment For Common Stock Dividends And Distributions. If the Corporation at any time or from time to time after the Effective Date makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Conversion Price for the applicable series of Preferred Stock that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction (i) the numerator of which is the total number of shares of

Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or me close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution: provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 4(iii) to reflect the actual payment, if any, of such dividend or distribution.

(v) Adjustment For Reclassification, Exchange And Substitution. If at any time or from time to time after the Effective Date, the Common Stock issuable upon the conversion of the Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than pursuant to a transaction deemed to be a Liquidation Event pursuant to Section 2(e)(i) or a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 4), in any such event each holder of Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, classification or other change by holders of the maximum number of shares of Common Stock into which such shares of Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

(e) Reorganizations, Mergers Or Consolidations. If at any time or from time to time after the Effective Date, there is a capital reorganization of the Common Stock or the merger or consolidation of the Corporation with or into another corporation or another entity or person (other than pursuant to a transaction deemed to be a Liquidation Event pursuant to Section 2(e)(i) or a recapitalization, subdivision, combination, classification, exchange or substitution of shares provided for elsewhere in this Section 4), as a part of such capital reorganization, provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon Conversion of such Preferred Stock the number of shares of stock or other securities or property of the Corporation to which a holder of the number of shares of Common Stock deliverable upon Conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of such Preferred Stock after the capital reorganization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon Conversion of such Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

(f) No Impairment. The Corporation shall not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment.

(g) No Fractional Shares. No fractional shares shall be issued upon the Conversion of any share or shares of Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such Conversion shall

be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate Conversion.

(h) Certificate As To Adjustment. Upon the occurrence of each adjustment or readjustment of the Conversion Price of Preferred Stock pursuant to this Section 4, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth: (i) such adjustment and readjustment, (ii) the Conversion Price for such Preferred Stock at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the Conversion of a share of such Preferred Stock.

(i) Notices Of Record Date. In the event of any taking by the Corporation of a reward of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of Preferred Stock at least 10 days’ prior written notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, or right, and the amount and character of such dividend, distribution, or right. No event described herein shall take place sooner than ten (10) days after this Corporation has given the first notice provided for herein; provided, however, that subject to compliance with the General Corporation Law such periods may be shortened or waived upon the written consent of the holders of Preferred Stock that represent at least 66% of the voting power of all then outstanding shares of such Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis).

(j) Reservation Of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the Conversion of shares of Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the Conversion of all outstanding shares of such Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the Conversion of all the outstanding shares of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, the Corporation shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation.

(k) Notices. Any notice required by the provisions of this Section 4 to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at the holder’s address appearing on the books of the Corporation.

5. Voting Rights.

(l) General Voting Rights. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this

Corporation, and except as provided in subsection 5(b) below with respect to the election of directors by the separate class vote of the holders of Common Stock or with respect to other matters required by law to be submitted to a class vote, shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(m) Voting for the Election of Directors.

(i) As long as any shares of Series B Preferred Stock remain outstanding, the holders of such shares of Series B Preferred Stock, voting as a separate series, shall be entitled to elect one (1) director of this Corporation at any election of directors (the “Series B Director”). The Series B Director may be removed from the Board only by the affirmative vote of the holders of a majority of the Series B Preferred Stock voting as a separate series.

(ii) As long as any shares of Series C Preferred Stock remain outstanding, the holders of such shares of Series C Preferred Stock, voting as a separate series, shall be entitled to elect one (1) director of this Corporation at any election of directors (the “Series C Director”). The Series C Director may be removed from the Board only by the affirmative vote of the holders of a majority of the Series C Preferred Stock voting as a separate series.

(iii) The holders of outstanding Common Stock, voting as a separate class, shall be entitled to elect two (2) directors of this Corporation at any election of directors (the “Common Directors”). Each Common Director may be removed from the Board only by the affirmative vote of the holders of a majority of the Common Stock voting as a separate class.

(iv) The holders of Preferred Stock and Common Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect three (3) directors of this Corporation (the “Mutual Directors”). Each Mutual Director may be removed from the Board only by the affirmative vote of the holders of a majority of the Common Stock and Preferred Stock, voting as a single class and not as separate series, and on an as-converted basis.

Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the General Corporation Law, subject to any agreement among the stockholders of this Corporation, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Restated Certificate, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the consent of a majority-in-interest of the holders of shares of such class or series shall be required prior to any such action by the Board.

6. Protective Provisions.

(n) The Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 66% of the then outstanding shares of Series B Preferred Stock and Series C Preferred Stock (voting together as a single class, not as a separate series and on an as converted basis) take any of the following actions:

(i) amend this Corporation’s Restated Certificate or its Bylaws;

(ii) authorize or issue or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security) except for compensatory issuances and in lease, borrowing and comparable transactions, in each such case, without first obtaining the approval of (i) the Series C Director and (ii) the Series B Director;

(iii) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares at cost of Common Stock from employees, officers, directors, consultants or other persons performing services for this Corporation or any subsidiary pursuant to agreements under which this Corporation has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal, with the approval of the Series C Director and the Series B Director;

(iv) declare or pay a dividend to or distribute any property to holders of Common Stock or holders of Series A Preferred Stock, except as required in connection with a Liquidation Event;

(v) authorize the liquidation, dissolution, recapitalization, reorganization or filing for bankruptcy of this Corporation;

(vi) prior to October 31, 2011, consummate a Liquidation Event, unless the per share proceeds distributable to the holders of Series C Preferred Stock, free of any restrictions or contingencies (including, but not limited to, any proceeds subject to an “earn out” or similar contingency, or subject to escrow or similar risk of forfeiture), is equal to or exceeds three times (3x) the Original Issuance Price per share of Series C Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to the Series C Preferred Stock);

(vii) materially change the nature of the Corporation’s business;

(viii) change the authorized number of directors of this Corporation or delegate substantial board authority to committees;

(ix) authorize the issuance of any securities by a subsidiary of the Corporation to any other person other than the Corporation;

(x) authorize the increase of the number of shares issuable under any stock option or purchase plan without first obtaining the approval of (i) the Series C Director and (ii) the Series B Director;

(xi) transact with an affiliate or stockholder other than in the ordinary course of business; or

(xii) authorize or issue debt instruments that obligate the Corporation to repay more than $5,000,000 of principal.

(o) The Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of 65% of the then outstanding shares of Series B Preferred Stock (i) alter or change the rights, preferences or

privileges of the shares of the Series B Preferred Stock in a manner that would materially and adversely affect such shares in a manner different than the Series C Preferred Stock or (ii) authorize additional shares of Series B Preferred Stock.

(p) The Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series C Preferred Stock (i) alter or change the rights, preferences or privileges of the shares of the Series C Preferred Stock in a manner that would materially and adversely affect such shares in a manner different than the Series B Preferred Stock or (ii) authorize additional shares of Series C Preferred Stock.

7. Status of Converted Stock. In the event any shares of Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so converted shall be cancelled and shall not be issuable by this Corporation. The Restated Certificate of this Corporation shall be appropriately amended to effect the corresponding reduction in this Corporation’s authorized capital stock.

C. Common Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Common Stock are as set forth below in this Article IV(C).

1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of this Corporation legally available therefor, any dividends as may be declared from time to time by the Board of Directors.

2. Liquidation Rights. Upon the liquidation, dissolution or winding up of this Corporation, the assets of this Corporation shall be distributed as provided in Section 2 of Article IV(B) hereof.

3. Redemption. The Common Stock is not redeemable at the option of the holder.

4. Voting Rights. The holder of each share of Common Stock shall have the right to one vote for each such share, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A. The Board of Directors of this Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

B. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

C. The books of the Corporation may be kept at such place within or without the State of Delaware as the Bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

ARTICLE VI

Whenever a compromise or arrangement is proposed between Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of §291 of Title 8 of the General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under §279 of Title 8 of the General Corporation Law order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE VII

A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to me extent that exculpation from liability is not permitted under the General Corporation Law as now in effect or as it may hereafter be amended. No amendment or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE VIII

The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the feet that such person is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, against expenses (including, without limitation, attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection, with, any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification and advancement of expenses shall not be exclusive of other indemnification rights arising as a matter of law, under any Bylaw, agreement, vote of directors or stockholders or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this Article VIII shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

The Corporation shall have the power to purchase and maintain, at its expense, insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such, person against such expense, liability or loss under the General Corporation Law or the terms of the Restated Certificate.

ARTICLE IX

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the affiliates of the foregoing, other than those officers, directors, stockholders or affiliates who are employees of the Corporation. No amendment or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any such officer, director, stockholder or affiliate for or with respect to any business opportunities of which such officer, director, stockholder or affiliate becomes aware prior to such amendment or repeal.

ARTICLE X

In accordance with Section 203(b)(1) of the General Corporation Law relating to the application of Section 203 thereof, the Corporation shall not be governed by Section 203 of the General Corporation Law.

ARTICLE XI

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the affiliates of the foregoing, other than those officers, directors, stockholders or affiliates who are employees of the Corporation. No amendment or repeal of this Article XI shall apply to or have any effect on the liability or alleged liability of any such officer, director, stockholder or affiliate for or with respect to any business opportunities of which such officer, director, stockholder or affiliate becomes aware prior to such amendment or repeal.

ARTICLE XII

To the extent that this Corporation is subject to Section 2115 of the California General Corporation Law, in connection with repurchases by this Corporation of its Common Stock from employees, officers, directors, advisors, consultants or other persons performing services for this Corporation or any subsidiary pursuant to agreements under which this Corporation has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment, Sections 502 and 503 of the California Corporations Code shall not apply in all or in part with respect to such repurchases.

ARTICLE XIII

The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder are granted subject to this reservation.

* * *

THIRD: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said Corporation in accordance with Section 228 of the General Corporation Law.

FOURTH: That said Restated Certificate, which restates and integrates and further amends the provisions of this Corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be executed by Andre Simone, its Chief Financial Officer, this 31st day of October, 2008.

	IntelePeer, Inc.


	/s/ Andre Simone
	Andre Simone, Chief Financial Officer

CERTIFICATE OF CORRECTION FILED TO

CORRECT AN ERROR IN THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

INTELEPEER, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE

STATE OF DELAWARE ON OCTOBER 31, 2008

IntelePeer, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the corporation is IntelePeer, Inc.

2. An Amended and Restated Certificate of Incorporation (the “Restated Certificate”) was filed with the Secretary of State of the State of Delaware on October 31, 2008, and said Restated Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Restated Certificate to be corrected is as follows: subsections (i), (ii), (iii) and (iv) of Article IV, Section B(5)(m) should have expressly provided for removal of directors by “vote or written consent” of the applicable stockholders.

4. Article IV, Section B(5)(m) is corrected to read in its entirety as follows:

(i) As long as any shares of Series B Preferred Stock remain outstanding, the holders of such shares of Series B Preferred Stock, voting as a separate series, shall be entitled to elect one (1) director of this Corporation at any election of directors (the “Series B Director”). The Series B Director may be removed from the Board only by the affirmative vote or written consent of the holders of a majority of the Series B Preferred Stock voting as a separate series.

(ii) As long as any shares of Series C Preferred Stock remain outstanding, the holders of such shares of Series C Preferred Stock, voting as a separate series, shall be entitled to elect one (1) director of this Corporation at any election of directors (the “Series C Director”). The Series C Director may be removed from the Board only by the affirmative vote or written consent of the holders of a majority of the Series C Preferred Stock voting as a separate series.

(iii) The holders of outstanding Common Stock, voting as a separate class, shall be entitled to elect two (2) directors of this Corporation at any election of directors (the “Common Directors”). Each Common Director may be removed from the Board only by the affirmative vote or written consent of the holders of a majority of the Common Stock voting as a separate class.

(iv) The holders of Preferred Stock and Common Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect three (3) directors of this Corporation (the “Mutual Directors”). Each Mutual Director may be removed from the Board only by the affirmative vote or written consent of the holders of a majority of the Common Stock and Preferred Stock, voting as a single class and not as separate series, and on an as-converted basis.

[Signature Page Follows]

IN WITNESS WHEREOF, IntelePeer, Inc. has caused this Certificate of Correction to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer this 3rd day of November, 2008.


	Andre Simone
	Chief Financial Officer

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

INTELEPEER, INC.

IntelePeer, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The first paragraph of Section A of Article IV of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate”) presently reads as follows:

“Authorization of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of shares that this Corporation is authorized to issue is 80,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and 43,760,592 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). The Preferred Stock shall be divided into three series. The first series of Preferred Stock shall consist of 1,280,210 shares and shall be designated “Series A Preferred Stock.” The second series of Preferred Stock shall consist of 24,730,382 shares and shall be designated “Series B Preferred Stock.” The third series of Preferred Stock shall consist of 17,750,000 shares and shall be designated “Series C Preferred Stock”.

and such first paragraph of Section A of Article IV is hereby amended and restated in its entirety to read as follows:

“Authorization of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of shares that this Corporation is authorized to issue is 80,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) and 44,760,592 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). The Preferred Stock shall be divided into three series. The first series of Preferred Stock shall consist of 1,280,210 shares and shall be designated “Series A Preferred Stock.” The second series of Preferred Stock shall consist of 24,730,382 shares and shall be designated “Series B Preferred Stock.” The third series of Preferred Stock shall consist of 18,750,000 shares and shall be designated “Series C Preferred Stock”.

2. The foregoing Certificate of Amendment to the Certificate has been duly approved by the Board of the Directors of the Corporation in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of Delaware.

3. The foregoing Certificate of Amendment to the Certificate has been duly approved by the Corporation’s stockholders in accordance with Sections 228 and 242 of the General Corporation Law of Delaware and the Certificate.

4. The foregoing Certificate of Amendment to the Corporation’s Certificate shall be effective on and as of the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

Remainder Of Page Intentionally Left Blank.

IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by the Chief Financial Officer of the Corporation this 14th day of April, 2009.

	INTELEPEER, INC.


	By:	Andre Simone
		Andre Simone
		Chief Financial Officer

EX-3.3 3 a2203792zex-3_3.htm EX-3.3

Exhibit 3.3

AMENDED AND RESTATED

BY-LAWS

INTELEPEER, INC.

Section 1 . LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1 These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2 . STOCKHOLDERS

2.1 Annual Meeting. The annual meeting of stockholders shall be held each year on a date and time as shall be designated by the board of directors and stated in the notice of the meeting, which date shall be within thirteen months of the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting. At the annual meeting, the stockholders shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2 Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the chief executive officer, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of (i) a majority of the directors or (ii) holders of a majority of the voting power of the stock outstanding and entitled to vote. A special meeting of the holders of any class or series of stock shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of holders of a majority of the outstanding shares of such class or series. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, if any, date, hour, and purposes of the meeting.

2.3 Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place, if any, within or without tile State of Delaware as may be determined from time to time by the chairman of the board, if any, the chief executive officer, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place, if any, designated in the vote of adjournment.

2.4 Notice of Meetings.

2.4.1 Form and Delivery. Except as otherwise specifically provided in these Bylaws (including, without limitation, Section 2.4.2 below) or required by law, all notices required to be given pursuant to these Bylaws shall be in

writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid telegram, telex, overnight express courier, mailgram or facsimile. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, (c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via telegram, telex, mailgram, or facsimile, when dispatched.

2.4.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (a) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (in) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

2.4.3 Affidavit of Giving Notice. An affidavit of me Secretary or an Assistant Secretary or of the transfer agent or other agent of the corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.4.4 Waiver of Notice. Whenever notice is required to be given under any provision of these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent

to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

2.5 Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Stockholders may participate in a meeting of the stockholders by means of communications by which all persons participating in the meeting can hear each other during the meeting. A stockholder participating in a meeting by this means is deemed to be present in person at the meeting.

2.6 Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other man an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7 Action without Meetings.

2.7.1 General. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date

of signature of each stockholder who signs the consent No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

2.7.2 Piling; with Records. If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

2.7.3 Notice to Non-Consenting Stockholders. If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the Secretary that such notice was given shall be tiled with the records of the meetings of stockholders.

2.7.4 Reference to Consent. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.7.5 Telegram, Cablegram, Electronic Transmission. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (b) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings

of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by band or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

2.8 Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action; provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9 Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any tact found by them.

2.10 List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3 . BOARD OF DIRECTORS

3.1 Number. The board of directors shall consist of one (1) or more members. If not otherwise established by the Certificate of Incorporation, the number of directors shall be fixed from time to time by resolution of the board of directors. No director need be a stockholder, a citizen of the United States or a resident of the State of Delaware.

3.2 Tenure. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. There shall be no limitation on how many terms a director can serve, except as provided by law.

3.3 Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4 Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less man a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. Notwithstanding the foregoing, vacancies and any newly created directorships shall in any event be filled in accordance with the applicable requirements of any stockholders* agreement by and among the corporation and the other parties thereto (as the same may be amended and in effect from time to time, the “Stockholders’ Agreement”). The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5 Committees. The board of directors may, by vote of a majority of me whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise tile powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his

alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request Notwithstanding the foregoing, all actions by the board of directors in respect of committees and all actions by any such committee shall in any event be taken in compliance with the applicable requirements of the Stockholders’ Agreement.

3.6 Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7 Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the chief executive officer, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the chief executive officer, the president or any one of the directors calling the meeting.

3.8 Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram (or other mode of electronic transmission in accordance with Section 232 of the General Corporation Law of the state of Delaware, construed for this purpose as if such director were a stockholder) at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9 Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting die whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10 Action by Vote. Except as may be otherwise provided by law, by die certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and’ shall be in electronic form if the minutes are maintained in electronic form.

3.12 Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13 Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14 Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less man a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4 . OFFICERS AND AGENTS

4.1 Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, a chief executive officer, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2 Powers. Subject to law, to the certificate of incorporation, to the other-provisions of these by-laws and to the resolutions from time to time of the board of directors, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3 Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4 Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Except as provided by law, there shall be no limit on how many terms an official can serve. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5 Chairman of the Board of Directors. Chief Executive Officer. President and Vice Presidents. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none, the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors, by the chief executive officer or by the president.

4.6 Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors, by the chief executive officer or by the president If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the dudes and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the chief executive officer, the president or the treasurer.

4.7 Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be the chief accounting officer of the corporation and be In charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the chief executive officer, the president or the treasurer.

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the chief executive officer, the president, the treasurer or the controller.

4.8 Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors, the chief executive officer or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the chief executive officer, the president or the secretary.

Section 5 . RESIGNATIONS AND REMOVALS

5.1 Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the chief executive officer, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, a director (including persons elected by stockholders or directors to rill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors subject to the applicable requirements of the Stockholders’ Agreement The board of directors may at any

time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6 . VACANCIES

6.1 If the office of the president, the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7 . CAPITAL STOCK

7.1 Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2 Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8 . TRANSFER OF SHARES OF STOCK

8.1 Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and me right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2 Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, mat the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more man sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9 . CORPORATE SEAL

9.1 Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved

thereon, together with such other words, dates or images as may be approved from time to time by the directors.

Section 10 . EXECUTION OF PAPERS

10.1 Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation snail be signed by the chief executive officer, the president, a vice president or the treasurer.

Section 11 . FISCAL YEAR

11.1 The fiscal year of the corporation shall end on the last day of December, unless otherwise determined by the board of directors.

Section 12 . AMENDMENTS

12.1 These by-laws may be adopted, amended or repealed by vote of a majority of the directors men in office or by vote of a majority of the voting power of the stock outstanding and entitled to vote, subject to the applicable requirements of the certificate of incorporation. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

EX-4.2 4 a2203792zex-4_2.htm EX-4.2

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 31, 2008 by and among IntelePeer, Inc., a Delaware corporation (the “Company”), Frank M. Fawzi (“Fawzi”), John Belanger, Haydar Haba, Dan Quandt, Sam Raman, Michael Vorce, Fawzi Common Stock, Inc. (“FCS”), UIS, LLC (“UIS”) and Thomas M. Ferguson (“Ferguson”), each an individual (each a “Founder” and together the “Founders”), and the persons and entities listed on EXHIBIT A attached hereto (the “Investors”).

RECITALS

WHEREAS, the Company and MG Capital Management are parties to that certain Series A Preferred Stock Purchase Agreement dated as of August 11, 2004, and the Company is a party to letter agreements with VenCore Solutions, LLC dated September 23, 2004 and February 9, 2006 granting registration rights, and the Company is a party to Employment Agreements with each of Fawzi and Ferguson, dated January 6, 2006, each of which grants registration rights, is a party with certain Investors to a Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”);

WHEREAS, in order to induce the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors, the Founders and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issued or issuable to them and certain other matters as set forth herein.

WHEREAS, the Company and the parties to the Amended and Restated Registration Rights Agreement dated as of June 30, 2006 (the “Prior Rights Agreement”) desire to enter into this Agreement in order to amend, restate and replace their rights and obligations under the Prior Rights Agreement with the rights and obligations set forth in this Agreement. Section 14.9 of the Prior Rights Agreement provides that the Prior Rights Agreement may be amended by the written consent of the Company and the holders of a majority of the Registrable Securities and the undersigned parties to this Agreement hold a majority of the Registrable Securities.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definitions.

(a) “Common Stock” means the common stock, par value $0.0001 per share, of the Company.

(b) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(c) “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(d) “Founder” has the meaning set forth in the preamble to this Agreement.

(e) “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 10 hereof.

(f) “Initial Public Offering” means the initial underwritten public offering of shares of Common Stock pursuant to a registration statement filed with the SEC under the Securities Act.

(g) “Original Series C Issue Price” is $1.0597 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations and the like with respect to the shares of Series B Preferred Stock).

(h) “Person” means an individual, a corporation, an association, a joint venture, a partnership, a limited liability company, an estate, a trust, an unincorporated organization and any other entity or organization, governmental or otherwise.

(i) “Preferred Stock” means the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

(j) “Qualified Public Offering” an underwritten public offering of shares of Common Stock pursuant to an effective registration statement filed with the SEC under the Securities Act in which the aggregate gross proceeds to the Company exceed $50,000,000 and in which the public offering price per share equals or exceeds three times the Original Series C Issue Price.

(k) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or similar document by the SEC.

(l) “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i) above, and (iii) any other Common Stock subsequently obtained by an Investor, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person’s rights under this Agreement are not assigned. The number of shares of “Registrable Securities” outstanding shall be calculated by adding the number of shares of Common Stock outstanding which are Registrable Securities, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are Registrable Securities.

(m) “Rule 144” means Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a stockholder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3.

(n) “SEC” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

(o) “Securities Act” means the Securities Act of 1933, as amended.

(p) “Series A Preferred Stock” means the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company

(q) “Series B Preferred Stock” means the Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company.

(r) “Series C Preferred Stock” means the Series C Convertible Preferred Stock, par value $0.0001 per share, of the Company.

2. Demand Registrations.

(a) Subject to the conditions of this Section 2, if the Company shall receive, at any time after the Triggering Date defined in this subsection 2(a), a written request from the Holders of a majority of the then outstanding Registrable Securities issued or issuable upon conversion of Series B Preferred Stock and Series C Preferred Stock or permitted assigns (the “Initiating Holders”), that the Company file a registration statement under the Securities Act covering the registration of a majority of the Registrable Securities then held by all Holders, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2(a). “Triggering Date” shall be defined as October 1, 2011.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Company, such Holder and those Initiating Holders holding in aggregate a majority of the Registrable Securities then held by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Board of Directors of the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding in aggregate a majority of the Registrable Securities then held by the Initiating Holders. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be included in such registration pursuant hereto, and the number of shares that may be included in such registration shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) Without limiting the ability of Holders to request registration on Form S-3 under Section 4 hereof, the Company shall not be required to effect a registration pursuant to this Section 2:

(i) if the aggregate offering price of such registration is less than $50,000,000;

(ii) after the Company has effected two (2) registrations pursuant to this Section 2 that have been declared or ordered effective; or

(iii) if the Company shall furnish to Holders requesting a registration

statement pursuant to this Section 2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to defer a filing shall be exercised by the Company not more than once in any twelve (12)-month period.

3. Piggyback Registrations.

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Securities Act in connection with the public offering of such securities, on a registration form that would also allow the registration of the Registrable Securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at least thirty (30) days prior to filing any registration statement, promptly give each Holder and each Founder written notice of such registration. Upon the written request of each Holder and Founder given within twenty (20) days after mailing of such notice, the Company shall, subject to the provisions of Section 3(c), use all reasonable efforts to cause to be registered under the Securities Act (i) all of the Registrable Securities that each such Holder has requested and (ii) all of the shares of Common Stock held by a Founder (“Founder Securities”) that each such Founder has requested.

(b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder or Founder has elected to include securities in such registration. The expenses of such withdrawal registration shall be borne by the Company.

(c) If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 3 to include any of the Holders’ or Founders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities and Founder Securities, requested to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities and Founder Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The number of shares that may be included in the underwriting shall be allocated: first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities requested to be included in such registration; third, to the Founders on a pro rata basis based on the total number of Founder Securities requested to be included in such registration; and fourth, to any stockholder of the Company (other than a Holder or a Founder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and

underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration unless such registration is the Company’s Initial Public Offering. For purposes of the preceding discussion concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners, members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single selling Holder, and any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. In the event that a Founder is allowed to include securities in a registration hereunder, he shall be deemed a “Holder” and his shares deemed “Registrable Securities” for purposes of Sections 5, 6, 7 and 8 with respect to such registration.

4. Form S-3 Registrations. In case the Company shall receive from the Holders of at least thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) use best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 4:

(i) if Form S-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000;

(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 4; provided, however, that the Company shall not utilize this right to defer a filing more than twice in any twelve (12)-month period; or

(iv) in any particular jurisdiction in which the Company would be required to qualify to do business in effecting such registration, qualification or compliance.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 4 shall not be counted as requests for registration effected pursuant to Section 2.

5. Obligations of the Company. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective and to keep such registration statement effective until the earlier of (i) the date when all Registrable Securities covered by the registration statement have been distributed, (ii) the date that is ninety (90) days from the effective date of the registration statement in the case of any registered offering other than a shelf registration on Form S-3 or (iii) the date that is nine (9) months from the effective date of the registration statement in the case of a shelf registration on Form S-3;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) use best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such registration statement as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

(g) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(h) make available for inspection by any Holder of Registrable Securities covered by such registration statement, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Holder or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to

supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement, which information shall be subject to reasonable restrictions concerning confidentiality and non-disclosure;

(i) notify the Holders and the underwriters, if any, of the following events and (if requested by any such Person) confirm such notification in writing: (i) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (ii) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (iii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purpose;

(j) make every reasonable effort to (i) prevent the entry of any order suspending the effectiveness of the registration statement and (ii) obtain the withdrawal of any such order, if entered;

(k) if reasonably requested by any Holder of Registrable Securities covered by such registration statement or by any underwriter in connection with any underwritten offering, incorporate in a prospectus supplement or post effective amendment such information as the underwriters and such Holders agree should be included therein relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering, and make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(l) cooperate with the Holders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends, and enable such Registrable Securities to be in such lots and registered in such names as the underwriters may request at least two (2) business days prior to any delivery of Registrable Securities to the underwriters;

(m) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(n) use its best efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and reasonably satisfactory to a majority in interest of the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; and

(o) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

6. Information from Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities.

7. Expenses of Registration. All expenses other than underwriting discounts and commissions (which shall be born pro rata by the Holders participating therein) incurred in connection with registrations, filings or qualifications pursuant to Sections 2, 3 and 4 including (without limitation) all registration, filing and qualification fees, printer’s and accounting fees, fees and disbursements of counsel for the Company and, for registrations effected pursuant to Sections 2 and 4, the reasonable fees and disbursements of one counsel for the selling Holders, shall be borne by the Company; provided, however, that the Company shall not bear any expenses for registrations effected pursuant to Section 2 after three such registrations have been effected as permitted herein. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 or Section 4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities which were to be requested in the withdrawn registration), unless, in the case of a registration requested under Section 2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request (a “Material Adverse Change”) and have withdrawn the request with reasonable promptness following disclosure by the Company of such Material Adverse Change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 2 or 4.

8. Indemnification.

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder whose securities have been registered pursuant to this Agreement, the partners or officers, directors and stockholders of each such Holder, legal counsel and accountants for each such Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any who controls such Holder or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or other document incident to such registration; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any

federal or state securities laws; and the Company will reimburse each such Holder, partner, officer, director, underwriter or controlling person within three months after a request for reimbursement has been received by the Company, for any reasonable legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action, if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person; provided further, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering (the “Shares”), if (i) the Company delivered to such Holder a copy of the most current prospectus in accordance with Section 5(f), (ii) a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and (iii) the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

(b) To the extent permitted by law, each selling Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or other document incident to such registration or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, in each case to the extent (and only to the extent) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 8, for any legal or other expenses reasonably incurred in connection with investigating, defending or settling any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); provided further, that, in no event shall any indemnity under this Section 8(b) exceed the net proceeds from the offering received by such Holder, except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying

party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the acts or omissions that resulted in such loss, liability, claims, damage or expense as well as any other relevant equitable considerations; provided, however, that no contribution by any Holder, when combined with any amounts paid by such Holder pursuant to Section 8(b), shall exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement; provided however, that no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person or entity not guilty of such fraudulent misrepresentation.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

The obligations of the Company and Holders under this Section 8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement, and otherwise.

9. Reports Under Exchange Act. With a view to making available to the Holders the benefits of Rule 144, the Company agrees to use best efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the date that is ninety (90) days after the effective date of the Initial Public Offering;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

10. Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities, provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 12 below. The rights granted to the Founders pursuant to this Agreement may not be assigned.

11. Market Stand-Off Agreement. Each Holder and Founder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days) after the effective date of such registration statement) (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, and if the Company’s securities are listed on the Nasdaq Stock Market and Rule 2711 of thereof applies, then the restrictions imposed by this Section 11 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 215 days after the effective date of the registration statement. The foregoing provisions of this Section 11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Holders if all executive officers, directors of the Company and the holders of greater than 1% of the Company’s Common Stock (on an as-converted basis) enter into similar agreements. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. If any officers or directors of the Company or holders of at least one percent (1%) of the Company’s Common Stock (on an as-converted basis) are released from such market stand-off agreements, the Company shall also release the Holders from the provisions of this

Section 11 on a pro-rata basis based on the number of shares subject to such agreements. The Company shall use its best efforts to ensure that all future holders of any series of the Company’s Preferred Stock are bound by and have entered into similar market stand off agreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

12. Rule 144.

(a) The Company shall not be obligated to register or include in any registration statement Registrable Securities if the Company shall furnish the Holder with a written opinion of counsel to the Company reasonably satisfactory to the applicable Holder that all Registrable Securities sought to be registered by such Holder or Holders may be publicly offered, sold and distributed within a single ninety (90)-day period without registration under the Securities Act pursuant to Rule 144.

(b) The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act, and the rules and regulations adopted by the SEC thereunder, and that it will take such further action as any Holder may request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

13. Termination of Registration Rights. No Holder or Founder shall be entitled to exercise any right provided for in this Agreement after 7 years following the consummation of a Qualified Public Offering or, as to any Holder or Founder, such earlier time on or after the closing of the Company’s first registered public offering at which all Registrable Securities held by such Holder or Founder (and any affiliate with whom such person must aggregate its sales under Rule 144) can be sold in full on each trading day within a 90-day period without registration in compliance with Rule 144 of the Securities Act.

14. Miscellaneous.

14.1 Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of the Holders to include Registrable Securities in a registration undertaken pursuant to this Agreement or which would materially and adversely affect the marketability of the Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

14.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

14.3 Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by laws. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may, in its sole discretion, apply to any court of law or equity or

competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

14.4 Governing Law. The terms of this Agreement shall be interpreted in accordance with the laws of the State of California without giving effect to principles of conflicts of law that would compel the application of the substantive laws of another jurisdiction.

14.5 Counterparts. This Agreement may be executed in two or more counterparts. each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.6 Section Headings. All section headings are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

14.7 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified, two (2) days after deposit with an overnight courier service or five (5) days after deposit with the United States Post Office, by first class mail, postage prepaid. Such notice, demand or other communication shall be sent to the parties hereto at the addresses indicated below and listed on SCHEDULE A, or, with respect to those parties that subsequently become Holders, at the addresses of such Holders set forth in the books and records of the Company:

IntelePeer, Inc.

Attn: Andre Simone

2855 Campus Drive, Suite 200

San Mateo, CA 94403

Telephone: 650.235.8503

Fax: 650.403.0818

or at such other address as a party may designate by five (5) days’ advance written notice to the other parties.

14.8 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

14.9 Entire Agreement; Amendments and Waivers. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and terminates and supersedes all prior understandings and agreements, whether oral or written, including the Prior Rights Agreement; provided, however, that if this Agreement does not constitute an effective amendment and/or replacement of any such agreement, as among the Company and the parties to this Agreement, the Company and such parties agree that their rights and obligations with respect to each other under such agreement shall be modified by this Agreement (and in the case of parties who had not previously been a party to such agreement, that they are parties to such agreement, as modified by this Agreement). Any term of this Agreement may be amended or modified and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least 66% of the then outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock; provided, however, that if an amendment, modification or waiver would terminate the rights of the Founders or, based on a facial reading of the proposed amendment, modification or waiver, materially and adversely affect the rights of the Founders, the written consent of

the Founders holding a majority of the Founder Securities then outstanding shall be also required for such amendment, modification or waiver. Any amendment, modification or waiver effected in accordance with this paragraph shall be binding upon each Founder, each holder of any Registrable Securities, each future holder of all such Registrable Securities and the Company. Each Holder acknowledges that by the operation of this paragraph, the holders of at least 66% of the then outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock will have the right and power to diminish or eliminate all rights of such Holder under this Agreement.

14.10 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

14.11 Dispute Resolution. Any dispute arising out of or in connection with this Agreement or the Transaction Documents (as defined in the Purchase Agreement) shall be resolved solely and exclusively by confidential binding arbitration with the San Francisco branch of JAMS (“JAMS”) to be governed by JAMS’ Commercial Rules of Arbitration applicable at the time of the commencement of the arbitration (the “JAMS Rules”) and heard before one arbitrator. The parties shall attempt to mutually select the arbitrator. In the event they are unable to mutually agree, the arbitrator shall be selected by the procedures prescribed by the JAMS Rules. Each party shall bear its own attorneys’ fees, expert witness fees, and costs incurred in connection with any arbitration.

[SIGNATURE PAGES FOLLOW]

The parties have executed this Registration Rights Agreement as of the date first written above.

	THE COMPANY:


	INTELEPEER, INC.


	By:	/s/ Frank Fawzi

	Name:	Frank Fawzi

	Title:	Chief Executive Officer

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

VANTAGEPOINT VENTURE PARTNERS 2006 (Q), L.P.

By:	VantagePoint Venture Associates 2006, LLC,
	its General Partner


By:		/s/ Alan E. Saltzman

Name:		Alan E. Saltzman
Title:		Managing Member

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	Execution by KENNET II L.P. acting by its manager KENNET CAPITAL MANAGEMENT (JERSEY) LTD.*

	Executed by:	/s/ Michael Harrop

	for and on behalf of
	KENNET II L.P.
	acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.


	Execution by KING STREET PARTNERS L.P. acting by its manager KENNET CAPITAL MANAGEMENT (JERSEY) LTD.*

	Executed by:	/s/ Lorraine Renault

	for and on behalf of
	KING STREET PARTNERS L.P.
	acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	EDF VENTURES III, LIMITED PARTNERSHIP

	By:	Enterprise Ventures III, Limited Partnership,
		General Partner
	By:	EDM III, Inc., its General Partner

	By:	/s/ Mary Lincoln Campbell
		Mary Lincoln Campbell, Managing Director


	EDF VENTURES III SIDECAR, LIMITED PARTNERSHIP

	By:	Enterprise Ventures III Sidecar, Limited Partnership,
		General Partner
	By:	EDM III Sidecar, Inc., its General Partner

	By:	/s/ Mary Lincoln Campbell
		Mary Lincoln Campbell, Managing Director

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	IVS A/S


	By:	/s/ Sten Larsen
		Sten Larsen, Chief Financial Officer


	By:	/s/ Sten Larsen
		Sten Larsen, Attorney-in-Fact

	For and on behalf of:
	Peter Aagaard, Partner and Member of the Board


	IVS FUND II K/S


	By:	/s/ Sten Larsen
		Sten Larsen, Attorney-in-Fact
	For and on behalf of:
	Peter Aagaard, Partner and Member of the Board
	and
	Lars Bruhn, Chairman of the Board

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	FAWZI COMMON STOCK, INC.


	By:	/s/ Frank Fawzi
		Frank Fawzi, Authorized Officer

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	UIS, LLC


	By:	/s/ Haydar Haba
		Haydar Haba, Managing Member

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	THOMAS M. FERGUSON


	By:	/s/ Thomas M. Ferguson

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	FRANK FAWZI


	By:	/s/ Frank Fawzi

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	JOHN BELANGER


	By:	/s/ John Belanger

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	HAYDAR HABA


	By:	/s/ Haydar Haba

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	DAN QUANDT


	By:	/s/ Dan Quandt

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	SAM RAMAN


	By:	/s/ Sam Raman

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	MICHAEL VORCE


	By:	/s/ Michael Vorce

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	ANDRE SIMONE


	By:	/s/ Andre Simone

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	ROBERT STEINER


	By:	/s/ Robert Steiner

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

The parties have executed this Registration Rights Agreement as of the date first written above.

	ARIEL AMIR


	By:	/s/ Ariel Amir

SIGNATURE PAGE TO INTELEPEER, INC. REGISTRATION RIGHTS AGREEMENT

EXHIBIT A

INVESTORS

	Name	Address / Telephone
1.	VantagePoint Venture Partners 2006 (Q), L.P.	c/o VantagePoint Venture Associates 2006, LLC 1001 Bayhill Drive, Suite 300 San Bruno, CA 94066
2.	Kennet II L.P.	P.O. Box 255 Trafalgar Court Les Banques St. Peter Port, Guernsey GY1 3QL Tel +44 (0) 1481 745430 Fax +44 (0) 1481 745088
3.	King Street Partners L.P.	P.O. Box 255 Trafalgar Court Les Banques St. Peter Port, Guernsey GY1 3QL Tel +44 (0) 1481 745430 Fax +44 (0) 1481 745088
4.	EDF Venture III, Limited Partnership	c/o Mary Lincoln Campbell EDM, Inc. 425 N. Main Street Ann Arbor, MI 48104-1147 PH: 734-663-3213 FAX: 734-663-7358
5.	EDF Ventures III Sidecar, Limited Partnership	c/o Mary Lincoln Campbell EDM, Inc. 425 N. Main Street Ann Arbor, MI 48104-1147 PH: 734-663-3213 FAX: 734-663-7358
6.	IVS A/S	Boege alle 5,2 2970 Hoersholm, DK — Denmark Attention: Sten Larsen, Chief Financial Officer Tel: +45 7022 0228 Fax: +45 7022 0227
7.	IVS Fund II K/S	Boege alle 5,2 2970 Hoersholm, DK — Denmark Attention: Sten Larsen, Chief Financial Officer Tel: +45 7022 0228 Fax: +45 7022 0227
8.	Black Steel Investments LLC	602 West 13th Street Suite 422 Austin, TX 78701 Tel: 917-658-5482 Fax: 703-997-8821

A-1

9.	Laszlo Family 2000 Trust u/a dated October 4, 2000, Andrew P. Laszlo and Lillian Laszlo Trustees	c/o Andrew Laszlo 1450 San Raymundo Rd Hillsborough, CA 94010 Tel: 650-342-9270 Fax: 650-240-0419
10.	Andre Simone	780 Chateau Drive Hillsborough, CA 94010
11.	Robert Steiner	Oberhausensteig 3 8907 Wettswil Switzerland
12.	Vogen Funding	c/o Jeffry S. Pfeffer Managing Partner CapX Partners 10 S. Wacker Drive, Suite 1840 Chicago, IL 60606 (312) 629-2878
13.	MGCM Partners LP	1725 Kearny Street, No. 1 San Francisco, CA 94133 Attention: Marco Petroni petroni@mgcapital.com
14.	Regents of the University of Michigan through its Wolverine Venture Fund	Ross School of Business University of Michigan Ann Arbor, MI 48109-1234 (734) 764-1388
15.	Ariel Amir	619 Orchid Ave. Corona Del Mar, CA 92625 (949) 862-3016
16.	DNJ Leasing II, LP	c/o Jeffry S. Pfeffer Managing Partner CapX Partners 10 S. Wacker Drive, Suite 1840 Chicago, IL 60606 (312) 629-2878
17.	VenCore Solutions, LLC	4500 SW Kruse Way, Suite 350 Lake Oswego, OR 97035

A-2

AMENDMENT NO. 1 TO THE

REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 (the “Amendment”), dated as of April 15, 2009, to that certain Registration Rights Agreement dated as of October 31, 2008 (the “Agreement”) is entered into by and among IntelePeer, Inc., a Delaware corporation (the “Company”), Compass Horizon Funding Company LLC, a Delaware limited liability corporation (“Horizon”), and the undersigned Investors holding at least 66% of the outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock. Capitalized terms used herein, not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, the Company and Horizon are parties to that certain Equipment Loan and Security Agreement dated as of the date hereof (the “Loan Agreement”), in which Horizon will lend funds to the Company to purchase equipment and the Company will issue to Horizon a warrant to purchase up to 283,099 shares of the Company’s Series C Preferred Stock (the “Horizon Warrant”).

WHEREAS, to induce Horizon to lend funds to the Company pursuant to the Loan Agreement, the undersigned Investors have agreed to enter into this Amendment to provide Horizon with certain rights provided by the Company to the Founders and Investors pursuant to the Agreement.

WHEREAS, Section 14.9 of the Agreement provides that the Agreement may be amended by the written consent of the Company and the holders of at least 66% of the then outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock.

NOW THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. The Agreement is hereby amended to treat Horizon as a party to and “Holder” under the Agreement, and the shares subject to the Horizon Warrant shall be deemed “Registrable Securities” under the Agreement, in each case with respect to Sections 1 and 3-14 of the Agreement. For the avoidance of doubt, Horizon shall not have any rights of a Holder under Section 2 (Demand Registrations) of the Agreement.

2. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

	THE COMPANY:


	INTELEPEER, INC.


	By:	/s/ Andre Simone

	Name:	Andre Simone

	Title:	Chief Financial Officer

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

COMPASS HORIZON FUNDING COMPANY LLC

By:	Horizon Technology Financing Management LLC, its
Advisor


By:		/s/ Robert D. Pomeroy, Jr.

Name:		Robert D. Pomeroy, Jr.
Title:		Chief Executive Officer

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

VANTAGEPOINT VENTURE PARTNERS 2006 (Q), L.P.

By:	VantagePoint Venture Associates 2006, LLC, its General Partner


By:		/s/ Alan E Salzman

Name:		Alan E Salzman
Title:		Managing Member

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

	Execution by KENNET II L.P. acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.*

	Executed by:	/s/ Susan Fossey

	for and on behalf of
	KENNET II L.P.
	acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

	Execution by KING STREET PARTNERS L.P. acting by
	its manager KENNET CAPITAL MANAGEMENT (JERSEY) LTD.*

	Executed by:	/s/ Susan Fossey

	for and on behalf of
	KING STREET PARTNERS L.P.
	acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

	EDF VENTURES III, LIMITED PARTNERSHIP

	By:	Enterprise Ventures III, Limited Partnership, General Partner

	By:	EDM III, Inc., its General Partner

	By:	/s/ Mary Lincoln Campbell
		Mary Lincoln Campbell, Managing Director


	EDF VENTURES III SIDECAR, LIMITED PARTNERSHIP

	By:	Enterprise Ventures III Sidecar, Limited Partnership, General Partner

	By:	EDM III Sidecar, Inc., its General Partner

	By:	/s/ Mary Lincoln Campbell
		Mary Lincoln Campbell, Managing Director

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

IVS A/S


By:		[ILLEGIBLE]


By:


IVS FUND II K/S


By:	[ILLEGIBLE]


By:

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first written above.

	ANDRE SIMONE


	By:	/s/ Andre Simone

[Signature Page to Amendment No. 1 to the Registration Rights Agreement]

AMENDMENT NO. 2 TO THE

REGISTRATION RIGHTS AGREEMENT

This Amendment No. 2 (the “Amendment”), dated as of April , 2010, to that certain Registration Rights Agreement dated as of October 31, 2008 (the “Agreement”), as amended, is entered into by and among IntelePeer, Inc., a Delaware corporation (the “Company”), Hercules Technology II, L.P. (“Hercules”), Comerica Bank (“Comerica” and collectively with Hercules, the “Lenders”), ATEL Ventures, Inc. (“ATEL,” and together with the Lenders, the “Lending Parties”), and the undersigned Investors holding at least 66% of the outstanding Registrable Securities issued or issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock. Capitalized terms used herein, not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, the Company and the Lenders are parties to that certain Loan and Security Agreement dated as of the date hereof (the “Loan Agreement”), pursuant to which the Company will issue to Hercules a warrant to purchase up to 235,916 shares of the Company’s Series C Preferred Stock (the “Hercules Warrant”) and Comerica a warrant to purchase up to 47,183 shares of the Company’s Series C Preferred Stock (the “Comerica Warrant”).

WHEREAS, the Company and ATEL are parties to that certain Master Loan and Security Agreement No. INTEX dated as of April 10, 2009 (the “ATEL Agreement”), pursuant to which the Company issued to ATEL a warrant to purchase up to 226,479 shares of the Company’s Series C Preferred Stock (the “ATEL Warrant,” together with the Hercules Warrant and the Comerica Warrant, the “Lending Parties Warrants”).

WHEREAS, to induce the Lending Parties to lend funds to the Company pursuant to the Loan Agreement and the ATEL Agreement, the undersigned Investors have agreed to enter into this Amendment to provide the Lending Parties with certain rights provided by the Company to the Founders and Investors pursuant to the Agreement.

NOW THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. The Agreement is hereby amended to treat each Lending Party as a party to and “Holder” under the Agreement, and the shares subject to the Lending Parties Warrants shall be deemed “Registrable Securities” under the Agreement, in each case with respect to Sections 1 and 3-14 of the Agreement. For the avoidance of doubt, the Lending Parties shall not have any rights of a Holder under Section 2 (Demand Registrations) of the Agreement.

2. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	THE COMPANY:


	INTELEPEER, INC.

	By:	/s/ Andre Simone

	Name:	Andre Simone

	Title:	Chief Financial Officer

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	ATEL VENTURES, INC.


	By:	/s/ Vascoe H. Morais

	Name:	Vascoe H. Morais

	Title:	Executive Vice President

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	HERCULES TECHNOLOGY II, L.P.,
	a Delaware limited partnership

	By:	Hercules Technology SBIC Management, LLC, its General Partner

	By:	Hercules Technology Growth Capital, Inc., its Manager

	By:	/s/ K. Nicholas Martitsch
	Name:	K. Nicholas Martitsch
	Its:	Associate General Counsel


	COMERICA BANK


	By:	/s/ Calvin Cheng
	Name:	Calvin Cheng
	Title:	Vice President

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	VANTAGEPOINT VENTURE PARTNERS 2006 (Q), L.P.

	By:	VantagePoint Venture Associates 2006, LLC,
		its General Partner


	By:	/s/ Alan E. Salzman

	Name:	/s/ Alan E. Salzman
	Title:	Managing Member

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	Execution by KENNET II L.P. acting by its manager KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

	Executed by:	/s/ Mark Rumbold

	for and on behalf of
	KENNET II L.P.
	acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.


	Execution by KING STREET PARTNERS L.P. acting by its manager KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

	Executed by:	/s/ Mark Rumbold

	for and on behalf of
	KING STREET PARTNERS L.P.
	acting by its manager
	KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	EDF VENTURES III, LIMITED PARTNERSHIP

	By:	Enterprise Ventures III, Limited Partnership,
		General Partner
	By:	EDM III, Inc., its General Partner

	By:	/s/ Mary Lincoln Campbell
		Mary Lincoln Campbell, Managing Director


	EDF VENTURES III SIDECAR, LIMITED PARTNERSHIP

	By:	Enterprise Ventures III Sidecar, Limited Partnership,
		General Partner
	By:	EDM III Sidecar, Inc., its General Partner

	By:	/s/ Mary Lincoln Campbell
		Mary Lincoln Campbell, Managing Director

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	ANDRE SIMONE


	By:	/s/ Andre Simone

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Registration Rights Agreement as of the date first written above.

	HAYDAR HABA


	By:	/s/ Haydar Haba

EX-4.3 5 a2203792zex-4_3.htm EX-4.3

Exhibit 4.3

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED BASED ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

INTELEPEER, INC.

COMMON STOCK PURCHASE WARRANT

1. Price and Number of Shares Subject to Warrant. FOR VALUE RECEIVED, subject to the terms and conditions herein set forth, Vogen Funding, L.P. (the “Holder”) is entitled to purchase from IntelePeer, Inc., a Delaware corporation (the “Company”), at any time after the date hereof and before the termination of this Warrant pursuant to Section 9 below, at a price per share equal to $1.70, as adjusted in accordance with Section 3 below (the “Warrant Price”), that number of shares of fully paid and nonassessable shares of the Common Stock of the Company indicated in Section 2 below, as adjusted pursuant to Section 3 below (the “Warrant Shares”). This Warrant is issued pursuant the Amendment to Lease Supplements No. 5 through 9 dated May 4, 2010 (the “Agreement”).

2. Number of Warrant Shares. The number of Warrant Shares for which this Warrant is exercisable is 23,120.

3. Adjustment of Warrant Price and Warrant Shares. The number of Warrant Shares issuable upon the exercise of this Warrant and the exercise price thereof shall be subject to adjustment from time to time, and the Company agrees to provide notice upon the happening of certain events, as follows:

(a) Reclassification, etc. If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change. If shares of the class of the Company’s stock for which this Warrant is being exercised are subdivided or combined into a greater or smaller number of shares of stock, the Warrant Price shall be proportionately reduced in the case of subdivision of shares or proportionately increased in the case of combination of shares, in both cases by the ratio which the total number of shares of such class of stock to be outstanding immediately

after such event bears to the total number of shares of such class of stock outstanding immediately prior to such event.

(b) Adjustment for Dividends in Stock. In case at any time or from time to time on or after the date hereof the holders of the shares of the Company’s capital stock of the same class and series as the Warrant Shares (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible Stockholders, shall have become entitled to receive, without payment therefor, other or additional stock of the Company by way of dividend, then and in each case, the Holder shall, upon the exercise hereof, be entitled to receive, in addition to the number of shares of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional stock of the Company which the Holder would hold on the date of such exercise had it been the holder of record of such Warrant Shares on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock receivable by it as aforesaid during such period, giving effect to all adjustments called for during such period by this Section 3.

4. No Stockholder Rights. This Warrant, by itself, as distinguished from Warrant Shares purchased hereunder, shall not entitle its holder to any of the rights of a Stockholder of the Company.

5. Exercise of Warrant. This Warrant may be exercised in whole or part by the Holder, at any time after the date hereof and prior to the termination of this Warrant, by the surrender of this Warrant, together with the Notice of Exercise attached hereto as Attachment 1, duly completed and executed at the principal office of the Company, accompanied by payment in full of the Warrant Price in cash or by check with respect to the Warrant Shares being purchased. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the Holder shall be treated for all purposes as holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the Holder a certificate or certificates for the number of Warrant Shares issuable upon such exercise. Upon any partial exercise or partial conversion of this Warrant, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the number of Warrant Shares as to which rights have not been exercised (subject to adjustments as herein provided), such Warrant or Warrants to be issued in the name of the Holder or its nominee.

6. Conversion. In lieu of exercising this Warrant or any portion hereof, the Holder shall have the right to convert this Warrant or any portion hereof into Warrant Shares by executing and delivering to the Company at its principal office the written notice of conversion in the form attached hereto as Attachment 2, specifying the portion of the Warrant to be converted, and accompanied by this Warrant. The number of Warrant Shares to be issued upon such conversion shall be computed using the following formula;

X = (P)(Y)(A-B)/A

where

X = the number of Warrant Shares to be issued to the holder for the portion of the Warrant being converted.

P = the portion of the Warrant being converted.

Y = the total number of Warrant Shares issuable upon exercise of the Warrant in full.

A = the fair market value of one Warrant Share, which shall mean (i) if there is no public market for the Company’s Common Stock, the fair market value of the Company’s Common Stock as of the last business day immediately prior to the date the notice of conversion is received by the Company as determined in good faith by the Company’s Board of Directors, or (ii) if this Warrant is being converted in conjunction with a public offering of the Company’s Common Stock, the price to the public per share pursuant to the offering, or (iii) if the Company’s Common Stock is traded on an exchange or is quoted on the Nasdaq Global Market or the New York Stock Exchange, then the closing or last sale price, respectively, reported for the last business day immediately preceding the date of conversion, or (iv) if the Company’s Common Stock is not traded on an exchange or on the Nasdaq Global Market or the New York Stock Exchange but is traded in the over-the-counter market, then the mean of the closing bid and asked prices reported for the last business day immediately preceding the date of conversion.

B = the Warrant Price on the conversion date.

Any portion of this Warrant that is converted shall be immediately canceled.

7. Certificate of Adjustment. Whenever the Warrant Price or number or type of securities issuable upon exercise of this Warrant is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of an officer of the Company setting form the nature of such adjustment and a brief statement of the facts requiring such adjustment.

8. Transfer of Warrant or Warrant Shares.

(a) This Warrant and the Warrant Shares issuable upon exercise of this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably requested by the Company). Subject to the provisions of this Section 8(a), Holder may transfer all or part of this Warrant or the Warrant Shares (or the securities issuable, directly or indirectly, upon conversion of the Warrant Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the

name, address and taxpayer identification number of the transferee and surrendering this Warrant or the Warrant Shares to the Company for reissuance to the transferee(s) (and Holder if applicable).

(b) Holder hereby agrees that, in connection with the initial public offering by the Company, during the period of duration specified by the Company or the underwriter of common stock of the Company following the effective date of the registration statement of the Company filed under the Securities Act of 1933, as amended, with respect to such offering, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of the Warrant Shares held by it at any time during such period except common stock included in such registration; provided that such period shall not exceed one hundred eighty (180) days. Holder further agrees that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period

9. Termination. This Warrant shall terminate as the earliest of (a) May 4, 2020, (b) the closing of an underwritten registered public offering of the Company’s Common Stock and (c) immediately prior to the consummation of a Liquidation Event as defined in the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof. The Company covenants and agrees to provide the Holder with at least fifteen (15) days written notice of (x) the anticipated closing of the events described in subsections 9(b) and 9(c) and (y) at any time that the Holder is not a party to that certain Stockholder Agreement dated as of October 31, 2008, as the same may be amended from time to time pursuant to its terms, any transaction or proposed transaction resulting in or giving rise to any right of first refusal, right of first offer or similar preemptive right, right of co-sale, “tag-along” or “drag-along” right in favor of the holders of the Company’s Common Stock.

10. Legend. Upon issuance, the Warrant Shares shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

together with any legend required under applicable state securities laws.

11. Lost Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its

expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

12. Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

13. Miscellaneous. This Warrant shall be governed by the laws of the State of California, as such laws are applied to contracts to be entered into and performed entirely in California by California residents. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may be changed or waived orally, but only by an instrument in writing signed by the Company and the Holder. All notices and other communications from the Company to the Holder shall be delivered personally or mailed by first class mail, postage prepaid, to the address furnished to the Company in writing by the Holder, and if mailed shall be deemed given three days after deposit in the United States mail.

ISSUED: May 4, 2010

	INTELEPEER, INC.


	Signed:	/s/ Andre Simone

	Printed:	Andre Simone

	Title:	CFO

Attachment 1

NOTICE OF EXERCISE

TO: INTELEPEER, INC.

1. The undersigned hereby elects to purchase shares of Common Stock of IntelePeer, Inc., pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any.

2. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:


	(Name)


	(Address)



(Date)		(Name of Holder)


		By:

		Title:

Attachment 2

NOTICE OF CONVERSION

TO: INTELEPEER, INC.

1. The undersigned hereby elects to acquire shares of Common Stock of IntelePeer, Inc., pursuant to the terms of the attached Warrant, by conversion of percent ( %) of the Warrant.

2. Please issue a certificate or certificates representing said shares Common Stock in the name of the undersigned or in such other name as is specified below;


	(Name)


	(Address)



(Date)		(Name of Holder)


		By:

		Title:

EX-4.4 6 a2203792zex-4_4.htm EX-4.4

Exhibit 4.4

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

Date of Issuance: June 14 2007

Warrant No. 274

STOCK PURCHASE WARRANT

For value received, VoEX, Inc. (the “Company”), a Delaware corporation, hereby certifies that Vogen Funding, L.P., a Delaware limited partnership (the “Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, at a price per share equal to the Exercise Price (as defined below) 247,935 shares of Warrant Stock (as defined below).

1. Certain Definitions.

(a) “Change in Control” means the consummation of (i) a reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the voting securities of the Company, (ii) a complete liquidation or dissolution of the Company, or (iii) a sale of all or substantially all of the Company’s assets.

(b) “EBITDA” means the sum of net income after distributions (including distributions for taxes), plus depreciation, amortization and interest payments of the Company.

(c) “Exercise Period” means the period commencing on the date of this Warrant and ending on 5:00 p.m. (prevailing local time in Chicago, Illinois) on the earlier of (i) June , 2017 and (ii) the date on which a Change in Control of the Company is consummated (the “Expiration Date”).

(d) “Exercise Price” means $0.39 per share.

(e) “Warrant Stock” means shares of the Company’s Common Stock, par value $.0001.

2. Exercise of Warrant.

(a) The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, during the Exercise Period by the surrender of this Warrant,

with the form of Subscription attached hereto as Annex A duly completed and executed by the Holder, to the Company at its principal executive office, upon payment in cash, by certified or official bank check or by wire transfer, of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock being purchased pursuant to such exercise of the Warrant (the “Purchase Price”).

(b) In lieu of payment of the Purchase Price in cash, the Holder may deliver the Purchase Price in the form of a portion of this Warrant (the “Cashless Exercise Value”) determined as the product of (i) the number of warrant shares to be exchanged (including the number of warrant shares to be purchased upon exercise of the Warrant) and (ii) the excess of (x) the fair market value of the Company’s common stock, as determined by the Company’s Board of Directors, on the day immediately preceding the exercise date over (y) the Purchase Price. In the event the Purchase Price is delivered in the form of Cashless Exercise Value, the number of Warrant Stock purchasable under the Warrant thereafter shall be reduced by the amount of Warrant Stock exchanged in connection therewith.

(c) This Warrant may be exercised for less than the full number of shares of Warrant Stock first shown above, provided that this Warrant may not be exercised in part for less than a whole number of shares of Warrant Stock. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the number of shares of Warrant Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Warrant or Warrants to be issued in the name of the Holder or its nominee.

(d) As soon as practicable after the exercise of this Warrant and payment of the Exercise Price, and in any event within 10 business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of duly authorized, validly issued, fully paid and non-assessable shares or other securities or property to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash in an amount determined in accordance with Section 3(f) hereof. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid.

(e) Immediately prior to the occurrence of a Change in Control, to the extent this Warrant has not been previously exercised as to all of the Warrant Stock subject hereto, if the fair market value of one share of Warrant Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to Section 2(b) above (even if not surrendered) immediately before its expiration upon the Change in Control. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 2(e), the Company agrees to promptly notify the Holder of the number of shares of Warrant Stock, if any, the Holder is to receive by reason of such automatic exercise.

(f) Company hereby agrees to give to Holder notice of any potential Change of Control not less than 10 days prior to the effectiveness of any Change of Control.

3. Adjustments.

(a) Adjustments Generally. In order to prevent dilution of the rights granted hereunder in the specific circumstances contemplated by this Section 3, the Exercise Price shall be subject to adjustment from time to time in accordance with this Section 3. Upon each adjustment of the Exercise Price pursuant to this Section 3, the Holder shall thereafter be entitled to acquire upon exercise, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock determined by (a) multiplying (i) the Exercise Price in effect immediately prior to such adjustment by (ii) the number of shares of Warrant Stock issuable upon exercise hereof immediately prior to such adjustment, and (b) dividing the product thereof by the Exercise Price resulting from such adjustment.

(b) Subdivisions, Stock Dividends and Recapitalizations. In case the Company shall at any time subdivide its outstanding shares of Warrant Stock into a greater number of shares (including, without limitation, through any stock split effected by means of a dividend on the Warrant Stock which is payable in Warrant Stock), the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of Warrant Stock of the Company shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased, unless the conversion ratio of such Warrant Stock already reflects such event.

(c) Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Warrant Stock shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Warrant Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exercise of this Warrant such shares of stock, securities, cash or other property of the successor corporation that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, reclassification, consolidation, merger or sale if this Warrant had been exercised immediately before such reorganization, reclassification, consolidation, merger or sale. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(d) Subsequent Sales of Securities. If and whenever after the Date of Issuance, the Company issues or sells any “Additional Stock” (as defined in the Company’s certificate of incorporation, as the same has been and may be amended from time to time) other than as a dividend or other distribution on any class of stock as provided in Section 3(e) below, and other than a subdivision or combination of shares of Common Stock as provided in Section 3(b) above for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issuance or sale, then forthwith upon such issuance or sale the Exercise Price shall be reduced to a price equal to the lower price per share at which the Company sold Common Stock in such transaction.

(e) Adjustments for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 3.

(f) Fractional Shares. The Company shall not issue fractions of shares of Warrant Stock upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a share of Warrant Stock would, except for the provisions of this Section 3(f), be issuable upon exercise of this Warrant, then the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed on the basis of the fair market value per share as determined in good faith by the Board of Directors of the Company.

(g) Certificate as to Adjustments. Whenever the Exercise Price shall be adjusted as provided in Section 3 hereof, the Company shall promptly compute such adjustment and furnish to the Holder a certificate setting forth such adjustment and showing in reasonable detail the facts requiring such adjustment, the Exercise Price that will be effective after such adjustment and the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of this Warrant.

performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and at all times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant.

5. Reservation of Stock Issuable on Exercise of Warrants. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued stock, solely for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of Warrant Stock (and Common Stock issuable upon conversion thereof) as from time to time shall be issuable upon the exercise of this Warrant. All of the shares of Warrant Stock issuable upon exercise of this Warrant, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or other encumbrance other than restrictions on transfer arising under applicable securities laws.

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

(a) Transfer Taxes. The Company shall not be required to pay any federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Warrant Stock in a name other than that of the Holder.

(b) Compliance with Securities Laws. The Holder, by acceptance hereof, acknowledges that this Warrant, the shares of Warrant Stock to be issued upon exercise hereof and the Conversion Shares are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant, any shares of Warrant Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

7. Miscellaneous.

(a) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon physical delivery (if hand-delivered to the party to be notified); (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address as set forth on the signature page hereof and to each Holder at the address set forth on the signature page

hereof or at such other address as the Company or each Holder may designate by ten (10) days’ advance written notice to the other parties hereto..

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

(e) Amendment; Waiver. This Warrant may not be amended, nor may any term or provision of this Warrant be waived, except with the written consent of the Company and the Holder. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

			VoEX, INC.

			By:	/s/ Andre Simone
			Name:	Andre Simone
			Title:	Chief Financial Officer

			Address: 950 Tower Lane Suite 450, 4th Floor Foster City, CA 94404

AGREED TO AND ACCEPTED:

VOGEN FUNDING, L.P.

By:		Vogen Funding GP, LLC, its General Partner

By:		CapX Management Corp., its Manager

By:	/s/ Jeffrey Pfeffer
Name: Jeffry S. Pfeffer
Title: President

ANNEX A

SUBSCRIPTION

Date:

To:

The undersigned (the “Purchaser”), pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase shares of Warrant Stock (the “Warrant Shares”) covered by such Warrant and herewith makes payment of $ , representing the full purchase price for such shares at the price per share provided for in such Warrant.

Purchaser represents and warrants to the Company as follows:

1. Investment Representations. Purchaser understands that the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Purchaser also understands that the Warrant Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in the Agreement.

2. Experience; Risk. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of the purchase of the Warrant Shares and of protecting Purchaser’s interests in connection therewith. Purchaser is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risk of the investment, including complete loss of the investment.

3. Investment. Purchaser is acquiring the Warrant Shares and the shares of capital stock issuable upon conversion thereof (the “Conversion Shares”) for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. Purchaser understands that the Warrant Shares and the Conversion Shares have not been registered under the Securities Act and applicable state securities laws (collectively, the “Acts”) by reason of a specific exemption from the registration provisions of the Acts which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein.

4. Information. Purchaser has been furnished with all information which it deems necessary to evaluate the merits and risks of purchasing the Warrant Shares and has had the opportunity to ask questions concerning the Warrant Shares and the Company and all questions posed have been answered to its satisfaction. Purchaser has been given the opportunity to obtain any additional information it deems necessary to verify the accuracy of any information obtained concerning the Warrant Shares and the Company. Purchaser has such knowledge and experience in financial and business matters that it is able to evaluate the merits and risks of purchasing the Warrant Shares and to make an informed decision relating thereto.

5. Restricted Securities; Restrictions on Transfer. Purchaser understands that the Warrant Shares and the Conversion Shares will be “restricted securities” under applicable securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Warrant Shares and the Conversion Shares may be resold without registration under the Acts only in certain limited circumstances. Purchaser acknowledges that Warrant Shares and the Conversion Shares must be held indefinitely unless subsequently registered under the Acts or an exemption from such registration is available.

6. No Public Market. Purchaser understands that no public market now exists for any of the securities issued by the Company and that there is no assurance that a public market will ever exist for such securities.

7. Accredited Investor. Purchaser is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act. The Purchaser has considered the Federal and state income tax implications of the exercise of the Warrant and the purchase and subsequent sale of the Warrant Shares and the Conversion Shares.

8. Residence. If Purchaser is an individual, then Purchaser resides in the state or province identified in the address of Purchaser set forth below; if Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of Purchaser in which its investment decision was made is located at the address of Purchaser set forth below.


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Assignee named below the rights and obligations represented by the within Warrant with respect to the number of shares of Warrant Stock of set forth below:

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address:

EX-4.5 7 a2203792zex-4_5.htm EX-4.5

Exhibit 4.5

Date of Issuance: December 3, 2008

Warrant No. 802

STOCK PURCHASE WARRANT

For value received, Intelepeer, Inc., f/k/a VoEx, Inc. (the “Company”), a Delaware corporation, hereby certifies that Vogen Funding, L.P., a Delaware limited partnership (the “Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, at a price per share equal to the Exercise Price (as defined below) 70,775 shares of Warrant Stock (as defined below).

1. Certain Definitions.

(b) “EBITDA” means the sum of net income after distributions (including distributions for taxes), plus depreciation, amortization and interest payments of the Company.

(c) “Exercise Period” means the period commencing on the date of this Warrant and ending on 5:00 p.m. (prevailing local time in Chicago, Illinois) on the earlier of (i) December 3, 2018 and (ii) the date on which a Change in Control of the Company is consummated (the “Expiration Date”).

(d) “Exercise Price” means a price per share equal to the fair market value of one share of the Company’s Common Stock as set forth in the first valuation report the Company receives from Cerian Technology Ventures LLC after October 31, 2008.

(e) “Warrant Stock” means shares of the Company’s Common Stock, par value $.0001.

2. Exercise of Warrant.

(a) The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, during the Exercise Period by the surrender of this Warrant, with the form of Subscription attached hereto as Annex A duly completed and executed by the Holder, to the Company at its principal executive office, upon payment in cash, by certified or official bank check or by wire transfer, of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock being purchased pursuant to such exercise of the Warrant (the “Purchase Price”).

(f) Company hereby agrees to give to Holder notice of any potential Change of Control not less than 10 days prior to the effectiveness of any Change of Control.

3. Adjustments.

dividend or other distribution on any class of stock as provided in Section 3(e) below, and other than a subdivision or combination of shares of Common Stock as provided in Section 3(b) above for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issuance or sale, then forthwith upon such issuance or sale the Exercise Price shall be reduced to a price equal to the lower price per share at which the Company sold such Additional Stock in such transaction.

4. No Impairment. Subject to the earlier expiration of this Warrant, the Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company will not increase the par value of any shares of stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise, and at all

times will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable stock upon the exercise of this Warrant.

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

		INTELEPEER, INC.

		By:	/s/Andre Simone
		Name:	Andre Simone
		Title:	Chief Financial Officer

		Address:
		2855 Campus Drive
		Suite 200
		San Mateo, CA 94403

AGREED TO AND ACCEPTED:

VOGEN FUNDING, L.P.,

By:	Vogen Funding GP, LLC, its General Partner

By:	CapX Management Corp., its Manager

By:	/s/ Jeffrey Pfeffer
Name:	Jeffry S. Pfeffer
Title:	President

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address:

EX-4.6 8 a2203792zex-4_6.htm EX-4.6

Exhibit 4.6

Date of Issuance: October 4, 2004

Warrant No. 251

STOCK PURCHASE WARRANT

For value received, Voex, Inc. (the “Company”), a Washington corporation, hereby certifies that Vencore Solutions LLC (the “Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, at a price per share equal to the Exercise Price (as defined below) 22,826 shares of Warrant Stock (as defined below).

1. Certain Definitions.

(a) “Change in Control” means the consummation of (i) a reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the voting securities of the Company, (ii) a complete liquidation or dissolution of the Company, or (iii) a sale of all or substantially all of the Company’s assets.

(b) “Exercise Period” means the period commencing on the date of this Warrant and ending on 5:00 p.m. (prevailing local time at the principal executive office of the Company) on October 4,2011.

(d) “Warrant Stock” means shares of the Company’s Common Stock, no par value.

2. Exercise of Warrant.

(b) This Warrant may be exercised for less than the full number of shares of Warrant Stock first shown above, provided that this Warrant may not be exercised in part for less than a whole number of shares of Warrant Stock. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the number of shares of Warrant Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Warrant or Warrants to be issued in the name of the Holder or its nominee.

(c) As soon as practicable after the exercise of this Warrant and payment of the Exercise Price, and in any event within 10 business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of duly authorized, validly issued, fully paid and non-assessable shares or other securities or property to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash in an amount determined in accordance with Section 3(d) hereof. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid.

3. Adjustments.

property of the successor corporation that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, reclassification, consolidation, merger or sale if this Warrant had been exercised immediately before such reorganization, reclassification, consolidation, merger or sale. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

(d) Fractional Shares. The Company shall not issue fractions of shares of Warrant Stock upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a share of Warrant Stock would, except for the provisions of this Section 3(d), be issuable upon exercise of this Warrant, then the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed on the basis of the fair market value per share as determined in good faith by the Board of Directors of the Company.

(e) Certificate as to Adjustments. Whenever the Exercise Price shall be adjusted as provided in Section 3 hereof, the Company shall promptly compute such adjustment and furnish to the Holder a certificate setting forth such adjustment and showing in reasonable detail the facts requiring such adjustment, the Exercise Price that will be effective after such adjustment and the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of this Warrant.

5. Reservation of Stock Issuable on Exercise of Warrants. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but

unissued stock, solely for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of Warrant Stock (and Common Stock issuable upon conversion thereof) as from time to time shall be issuable upon the exercise of this Warrant. All of the shares of Warrant Stock issuable upon exercise of this Warrant, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable, subject to no lien or other encumbrance other than restrictions on transfer arising under applicable securities laws.

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

	VOEX, INC.

	By:	/s/ Daniel Quandt
	Name: Daniel Quandt
	Title: CFO


AGREED TO AND ACCEPTED:

/s/ James Johnson

ANNEX A

SUBSCRIPTION

Date:

To:

The undersigned (the “Purchaser”), pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase shares of Warrant Stock (the “Warrant Shares”) covered by such Warrant and herewith makes payment of $ , representing the full purchase price for such shares at the price per share provided for in such Warrant.

Purchaser represents and warrants to the Company as follows:

A-1

in financial and business matters that it is able to evaluate the merits and risks of purchasing the Warrant Shares and to make an informed decision relating thereto.


	Signature

	Print name:

	Date:

	Address:

A-2

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

	Address

EX-4.7 9 a2203792zex-4_7.htm EX-4.7

Exhibit 4.7

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.

Date of Issuance: September 20, 2006

Warrant No. 273

STOCK PURCHASE WARRANT

1. Certain Definitions.

(d) “Warrant Stock” means shares of the Company’s Common Stock, no par value.

2. Exercise of Warrant.

(a) The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, during the Exercise Period by the surrender of this Warrant, with the form of Subscription attached hereto as Annex A duly completed and executed by the Holder, to the Company at its principal executive office, upon payment In cash, by certified or official bank check or by wire transfer, of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock being purchased pursuant to such exercise of the Warrant.

(b) This Warrant may be exercised for less than the full number of shares of Warrant Stock first shown above, provided that this Warrant may not be exercised in part for less than a

whole number of shares of Warrant Stock. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the number of shares of Warrant Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Warrant or Warrants to be issued in the name of the Holder or its nominee.

3. Adjustments.

(c) Reorganization, Reclassification, Consolidation. Merger or Sale of Assets. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Warrant Stock shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Warrant Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exercise of this Warrant such shares of stock, securities, cash or other property of the successor corporation that a holder of the shares deliverable upon exercise

of this Warrant would have been entitled to receive in such reorganization, reclassification, consolidation, merger or sale if this Warrant had been exercised immediately before such reorganization, reclassification, consolidation, merger or sale. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

5. Reservation of Stock Issuable on Exercise of Warrants. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued stock, solely for the issuance and delivery upon the exercise of this Warrant and other similar Warrants, such number of its duly authorized shares of Warrant Stock (and Common Stock issuable upon conversion thereof) as from time to time shall be issuable upon the exercise of this Warrant. All of the shares of Warrant Stock issuable upon exercise of this Warrant, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, subject to no lien or other encumbrance other than restrictions on transfer arising under applicable securities laws.

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

VOEX, INC.


By:	/s/ Daniel Quandt
Name:			Daniel Quandt
Title:		CFO

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address:

EX-4.8 10 a2203792zex-4_8.htm EX-4.8

Exhibit 4.8

Date of Issuance: January 28, 2005

Warrant No. 271

STOCK PURCHASE WARRANT

1. Certain Definitions.

(d) “Warrant Stock” means shares of the Company’s Series A Convertible Preferred Stock, no par value.

2. Exercise of Warrant.

3. Adjustments.

property with respect to or in exchange for Warrant Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exercise of this Warrant such shares of stock, securities, cash or other property of the successor corporation that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, reclassification, consolidation, merger or sale if this Warrant had been exercised immediately before such reorganization, reclassification, consolidation, merger or sale. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

5. Reservation of Stock Issuable on Exercise of Warrants. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

	VOEX, INC.


	By:	/s/ Daniel G. Quandt
	Name:	Daniel G. Quandt
	Title:	CFO

	Address:	1100 Dexter Ave N
		Seattle, WA 98109

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address:

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

		VOEX, INC.


		By:	/s/ Daniel G. Quandt
		Name:	Daniel G. Quandt
		Title:	CFO

		Address:	1100 Dexter Ave N
			Seattle, WA 98109


AGREED TO AND ACCEPTED:

/s/ James Paul Johnson

Address:	Vencore Solutions LLC
	4500 SW Kruse Way Ste 350
	Lake Oswego, OR 97035

EX-4.9 11 a2203792zex-4_9.htm EX-4.9

Exhibit 4.9

Date of Issuance: June 12, 2006

Warrant No. 272

STOCK PURCHASE WARRANT

1. Certain Definitions.

(d) “Warrant Stock” means shares of the Company’s Series B Convertible Participating Preferred Stock, no par value.

2. Exercise of Warrant.

3. Adjustments.

5. Reservation of Stock Issuable on Exercise of Warrants. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

			VOEX, INC.

			By:	/s/ Daniel G. Quandt
			Name:	Daniel G. Quandt
			Title:	CFO

			Address:	1100 Dexter Ave. N.
				Seattle, WA 98109

AGREED TO AND ACCEPTED:

VENCORE SOLUTIONS LLC

Address:		4500 SW Kruse Way, Suite 350
		Lake Oswego, OR 97035

By:	/s/ James Paul Johnson
	James Paul Johnson
	SVP
	(360) 675-3131

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:

A-1

in financial and business matters that it is able to evaluate the merits and risks of purchasing the Warrant Shares and to make an informed decision relating thereto.


	Signature

	Print name:

	Date:

	Address:

A-2

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address

EX-4.10 12 a2203792zex-4_10.htm EX-4.10

Exhibit 4.10

Date of Issuance: November 12, 2004

Warrant No.

STOCK PURCHASE WARRANT

For value received, Voex, Inc. (the “Company”), a Washington corporation, hereby certifies that [ ] (the “Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, at a price per share equal to the Exercise Price (as defined below) [ ] shares of Warrant Stock (as defined below).

1. Certain Definitions.

(d) “Warrant Stock” means shares of the Company’s Common Stock, no par value.

2. Exercise of Warrant.

(b) This Warrant may be exercised for less than the full number of shares of Warrant Stock first shown above, provided that this Warrant may riot be exercised in part for less than a whole number of shares of Warrant Stock. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder a new Warrant or Warrants of like tenor exercisable for the number of shares of Warrant Stock as to which rights have not been exercised (subject to adjustment as herein provided), such Warrant or Warrants to be issued in the name of the Holder or its nominee.

3. Adjustments.

5. Reservation of Stock Issuable on Exercise of Warrants. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

	VOEX, INC.


	By:
	Name:
	Title:

	Address:	1100 Dexter Ave N
		Seattle WA 98109


AGREED TO AND ACCEPTED:



Address:

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
		(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

		Address:

EX-4.11 13 a2203792zex-4_11.htm EX-4.11

Exhibit 4.11

Date of Issuance: February 24, 2005

Warrant No. 701

STOCK PURCHASE WARRANT

For value received, Voex, Inc. (the “Company”), a Washington corporation, hereby certifies that DNJ Leasing II, L.P. (the “Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, at a price per share equal to the Exercise Price (as defined below) 230,061 shares of Warrant Stock (as defined below).

1. Certain Definitions.

(a) “Change in Control” means the consummation of (i) a reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than a Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the voting securities of the Company, (ii) a complete liquidation or dissolution of the Company, or (iii) a sale of all or substantially all of the Company’s assets.

(b) “EBITDA” means the sum of net income after distributions (including distributions for taxes), plus depreciation, amortization and interest payments of the Company.

(c) “Exercise Period” means the period commencing on the date of this Warrant and ending on 5:00 p.m. (prevailing local time in Chicago, Illinois) on February 24, 2010 (the “Expiration Date”).

(d) “Exercise Price” means $0.815 per share.

(e) “Warrant Stock” means shares of the Company’s Common Stock, no par value.

2. Exercise of Warrant.

by the Holder, to the Company at its principal executive office, upon payment in cash, by certified or official bank check or by wire transfer, of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock being purchased pursuant to such exercise of the Warrant (the “Purchase Price”).

(d) As soon as practicable after the exercise of this Warrant and payment of the Exercise Price, and in any event within 10 business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of duly authorized, validly issued, fully paid and non-assessable shares or other securities or property to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash in an amount determined in accordance with Section 3(d) hereof. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid.

3. Adjustments.

(d) Subsequent Sales of Securities. If and whenever after the Date of Issuance, the Company issues or sells shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issuance or sale, then forthwith upon such issuance or sale the Exercise Price shall be reduced to the new Exercise Price equal to the lower price per share at which the Company sold Common Stock in such transaction.

and without payment of any additional consideration therefor, the amount of such other additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section 3.

(f) Fractional Shares. The Company shall not issue fractions of shares of Warrant Stock upon exercise of this Warrant or scrip in lieu thereof If any fraction of a share of Warrant Stock would, except for the provisions of this Section 3(d), be issuable upon exercise of this Warrant, then the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed on the basis of the fair market value per share as determined in good faith by the Board of Directors of the Company.

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Mandatory Warrant Redemption.

(a) At any time after February , 2009, and prior to the Expiration Date, upon written notice to the Company (the “Put Notice”), the Holder may put to the Company, in whole or in part, and Company must purchase from the Holder, within 60 days, in cash, Warrant Stock represented by the Warrants held by the Holder at a price equal to the Put Price.

(b) The Put Price shall be equal to the Deemed Value divided by the total number of outstanding Common Stock of the Company calculated on a fully-diluted basis assuming the conversion, exchange or exercise of all securities convertible into, or exchangeable or exercisable for, Common Stock.

(i) An amount equal to five (5) times the Company’s EBITDA for the twelve month’s preceding the month in which in the Holder delivers the Put Notice; or

(ii) An appraised value of the Company at a market price per share determined at the Company’s expense by an independent appraiser chosen by the Company’s Board of Directors. The appraised value shall be completed within 60 days of the Put Notice as set forth in Section 7(a). In the event that the appraised value has not been completed within 60 days of the Put Notice, the Holder may elect, at any time thereafter, that the Deemed Value equal the formula set forth in Section 7(c)(i) above and demand purchase immediately.

8. Right to Repurchase.

(a) Subject to the provisions of Section 8(b), at any time on or after September 1, 2005 but prior to September 30, 2005, upon written notice to the Holder, the Company may repurchase up to 115,030 Holder’s Warrants (by reducing the total

number of shares available pursuant to this Warrant) at a price equal to $0.01 for each Warrant Stock reduction of the Holder’s Warrant.

(b) Notwithstanding anything to the contrary in Section 8(a), the Company shall be limited in its repurchase of the Holder’s Warrants as follows:

(i) If the Holder shall have funded, in the aggregate, at least $750,000 of Equipment Costs as set forth on the Equipment Lease Schedules to the Master Lease Agreement dated as of February , 2005 by and between the Holder and the Company (the “Master Lease”), then the Company shall not be allowed to repurchase any portion of the Holder’s Warrants.

(ii) If the Holder shall have funded, in the aggregate, more than $375,000 of Equipment Costs pursuant to the Master Lease but less than $750,000 of Equipment Costs pursuant to the Master Lease, then the Company shall be allowed to repurchase a portion of the Holder’s Warrants equal the following formula:

[($750,000) minus (Funded Equipment Costs)] ÷ $750,000 times 230,061 Warrant Shares = Maximum Portion of the Holder’s Warrants Available for Repurchase.

(iii) If the Holder shall have funded, in the aggregate, less than $375,000 of Equipment Costs pursuant to the Master Lease, then the Company shall be allowed to repurchase up to but no more than 115,030 of the Holder’s Warrants.

(iv) By way of illustration, if Holder provides $500,000 of Equipment Costs pursuant to the Master Lease, the Company shall have the right to repurchase 76,686 of the Holder’s Warrants at an aggregate cost of $766.86.

($750,000 - $500,000) ÷ $750,000 x 230,061 = 76,686.

9. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

		VOEX, INC


		By:		/s/ Daniel G. Quandt
		Name:		Daniel G. Quandt
		Title:		CFO

		Address:
			1300 Dexter Ave N
			Seattle, WA 98109


/s/ Jeffrey Pfeffer
, President of CapX Management Corp

Address:
	10 S. Wacker Drive #1840
	Chicago, IL 60606

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:

5. Restricted Securities; Restrictions on Transfer. Purchaser understands that the Warrant Shares and the Conversion Shares will be “restricted securities” under applicable securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations the Warrant Shares and the Conversion Shares may be resold without registration under the Acts only in certain limited circumstances. Purchaser acknowledges that Warrant Shares and the Conversion Shares must be held indefinitely unless subsequently registered under the Acts or an exemption from such registration is available.

7. Accredited Investor. Purchaser is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act. The Purchaser has considered the Federal and state income tax implications of the exercise of the Warrant and the purchase and subsequent sale of the Warrant Shares and the Conversion Shares.


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address:

EX-4.12 14 a2203792zex-4_12.htm EX-4.12

Exhibit 4.12

Date of Issuance: August 1, 2005

Warrant No. 702

STOCK PURCHASE WARRANT

For value received, Voex, Inc. (the “Company”), a Washington corporation, hereby certifies that DNJ Leasing II LP (the “Holder”) or its permitted assign(s) is entitled to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), in whole or in part, at a price per share equal to the Exercise Price (as defined below) 131,579 shares of Warrant Stock (as defined below).

1. Certain Definitions.

(b) “EBITDA” means the sum of net income after distributions (including distributions for taxes), plus depreciation, amortization and interest payments of the Company.

(d) “Exercise Price” means $0.95 per share.

(e) “Warrant Stock” means shares of the Company’s Common Stock, no par value.

2. Exercise of Warrant.

(d) As soon as practicable after the exercise of this Warrant and payment of the Exercise Price, and in any event within 10 business days thereafter, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of duly authorized, validly issued, fully paid and non-assessable shares or other securities or property to which the Holder shall be entitled upon such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash in an amount determined in accordance with Section 3(d) hereof. The Company agrees that the shares so purchased shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid.

3. Adjustments.

(f) Fractional Shares. The Company shall not issue fractions of shares of Warrant Stock upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a share of Warrant Stock would, except for the provisions of this Section 3(d) be issuable upon exercise of this Warrant, then the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the current value of such fraction, calculated to the nearest one-hundredth (1/100) of a share, to be computed on the basis of the fair market value per share as determined in good faith by the Board of Directors of the Company.

6. Negotiability. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees:

7. Mandatory Warrant Redemption.

(a) At any time after February 24, 2009, and prior to the Expiration Date, upon written notice to the Company (the “Put Notice”), the Holder may put to the Company, in whole or in part, and Company must purchase from the Holder, within 60 days, in cash, Warrant Stock represented by the Warrants held by the Holder at a price equal to the Put Price.

(i) An amount equal to five (5) times the Company’s EBITDA for the twelve month’s preceding the month in which in the Holder delivers the Put Notice; or

8. Right to Repurchase.

(a) Subject to the provisions of Section 8(b), at any time on or after December 1, 2005 but prior to December 31, 2005, upon written notice to the Holder, the Company may repurchase up to 65,789 Holder’s Warrants (by reducing the total number

of shares available pursuant to this Warrant) at a price equal to $0,001 for each Warrant Stock reduction of the Holder’s Warrant.

(b) Notwithstanding anything to the contrary in Section 8(a), the Company shall be limited in its repurchase of the Holder’s Warrants as follows:

(i) If the Holder shall have funded on or after July 1, 2005, in the aggregate, at least $500,000 of Equipment Costs as set forth on the Equipment Lease Schedules to the Master Lease Agreement dated as of February 24, 2005 by and between the Holder and the Company (the “Master Lease”), then the Company shall not be allowed to repurchase any portion of the Holder’s Warrants.

(ii) If the Holder shall have funded, in the aggregate, more than $250,000 of Equipment Costs pursuant to the Master Lease but less than $500,000 of Equipment Costs pursuant to the Master Lease, then the Company shall be allowed to repurchase a portion of the Holder’s Warrants equal the following formula:

[($500,000) minus (Funded Equipment Costs)] ¸ $500,000 times 131,579 Warrant Shares = Maximum Portion of the Holder’s Warrants Available for Repurchase.

(iii) If the Holder shall have funded, in the aggregate, less than $250,000 of Equipment Costs pursuant to the Master Lease, then the Company shall be allowed to repurchase up to but no more than 65,789 of the Holder’s Warrants.

(iv) By way of illustration, if Holder provides, on or after July 1, 2005, $400,000 of Equipment Costs pursuant to the Master Lease, the Company shall have the right to repurchase 26,316 of the Holder’s Warrants at an aggregate cost of $26.32.

($500,000 - $400,000) ¸ $500,000 x 131,579 = 26,316.

9. Miscellaneous.

(b) Books of the Company. The Company may treat the holder hereof as appearing on the Company’s books at any time as the holder for all purposes.

(c) Governing Law. This Warrant and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to apply.

(d) Headings. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect the meaning hereof

IN WITNESS WHEREOF, the Company has executed and issued this Warrant on the date first written above.

			VOEX, INC


			By:	/s/ Daniel G. Quandt
			Name:	Daniel G. Quandt
			Title:	CFO

			Address:
				1300 Dexter Ave N
				Seattle, WA 98109



AGREED TO AND ACCEPTED:


		/s/ Jeffrey Pfeffer
, President of CapX Management Corp

Address:
	10 S. Wacker Drive #1840
	Chicago, IL 60606

ANNEX A

SUBSCRIPTION

Date:

To:

Purchaser represents and warrants to the Company as follows:


	Signature

	Print name:

	Date:

	Address:

NOTICE OF TRANSFER

[To be signed only upon transfer of Warrant]

Name of Assignee	Address	No. of Shares

and appoints attorney to transfer said right on the warrant register of with full power of substitution in the premises.

Dated:
			(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

			Address:

EX-4.13 15 a2203792zex-4_13.htm EX-4.13

Exhibit 4.13

INTELEPEER, INC.

AMENDMENT TO WARRANTS

This Amendment to Warrants (this “Amendment”), effective as of October 23, 2010, 2010 (the “Effective Date”), is entered into by and between IntelePeer, Inc. (f/k/a Voex, Inc.), a Delaware corporation (the “Company”), and DNJ Leasing II LP (“Holder”).

WHEREAS, the Company previously issued to Holder two Stock Purchase Warrants, Number 701 dated February 24, 2005 (“Warrant 701”), and Number 702 dated August 1, 2005 (“Warrant 702” and, together with Warrant 701, the “Warrants”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Warrants.

WHEREAS, the Company and the Holders desire to amend the Warrants as more fully set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein, the Company and Holder hereby amend the Warrants as follows:

1. Exercise Period. Section 1(c) of each of the Warrants is amended and restated in its entirety to provide as follows:

“(c) “Exercise Period” means the period commencing on the date of this Warrant and ending at 5:00 p.m. (prevailing local time in Chicago, Illinois) on February 24, 2015 (the “Expiration Date”)

2. Exercise Prices.

a. Section 1(d) of the Warrant 701 is amended and restated in its entirety to provide as follows:

“(d) “Exercise Price” means the lower of (i) $0.815 per share or (ii) the fair market value per share of the Company’s Common Stock as of December 31, 2009, as reflected in the written independent valuation report that the Company receives from Cerian Technology Transactions with respect to the same.”

b. Section 1 (d) of Warrant 702 is amended and restated in its entirety to provide as follows:

“(d) “Exercise Price” means the lower of (i) $0.95 per share or (ii) the fair market value per share of the Company’s Common Stock as of December 31, 2009, as reflected in the written independent valuation report that the Company receives from Cerian Technology Transactions with respect to the same.”

3. Mandatory Warrant Redemption. Section 7 of each of the Warrants is deleted in its entirety.

4. Governing Law. Section 9(c) of each of the Warrants shall be amended by replacing the word “Washington” with “California”.

5. Miscellaneous.

a. Effect on Warrants. The term “Warrant” as used in each of the Warrants shall at all times refer to Warrant 701 and Warrant 702, respectively, as modified by this Amendment. Except as otherwise expressly provided herein, all of the terms and conditions of the Warrants remain unchanged.

b. Further Instruments. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Amendment.

c. Notice. All notices and communications required or permitted hereunder shall be given as set forth in the Warrants.

d. Successors and Assigns. This Amendment shall inure to the benefit of the successors and assigns of the Company and, subject to any restrictions on transfer set forth in the Warrants, be binding upon Holder and its successors and assigns.

e. Applicable Law; Entire Agreement; Amendments. This Amendment shall be governed by and construed in accordance with the laws of the State of California as it applies to agreements between California residents, entered into and to be performed entirely within California. This Amendment and the Warrants constitute the entire agreement of the parties with respect to the subject matter hereof superseding all prior written or oral agreements, and no amendment or addition to this Amendment shall be deemed effective unless agreed to in writing by the parties hereto.

f. Severability. If any provision of this Amendment is held by a court to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way and shall be construed in accordance with the purposes and tenor and effect of this Amendment.

g. Counterparts; Facsimile. This Amendment may be executed by facsimile and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

		COMPANY:

		INTELEPEER, INC.

		By:	/s/ Andre Simone

		Name:	Andre Simone

		Title:	CFO


		HOLDER

		DNJ LEASING II LP

		By:	DNJ Capital Partners II, LLC
		Its:	General Partner

		By:	CapX Management Corp.
		Its:	Manager

		By:	/s/ Jeffrey Pfeffer
		Name:	Jeffrey Pfeffer
		Title:	President

EX-4.14 16 a2203792zex-4_14.htm EX-4.14

Exhibit 4.14

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE STOCK

Company: Voex, Inc., a Washington corporation

Number of Shares: 50,000

Class of Stock: Series A Preferred

Warrant Price: $0.46 per Share

Issue Date: Is the Warrant Effective Date, which is the date in which the Holder executes this Warrant

Expiration Date: The 10th anniversary after the Issue Date

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the company (the “Company”) at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE 1 EXERCISE.

1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.

1.3 Fair Market Value. If the Company’s common stock is traded in a public market and the Shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to

the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.6 Treatment of Warrant Upon Acquisition of Company.

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

1.6.2 Treatment of Warrant at Acquisition.

(a) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(b) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(c) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly.

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable.

ARTICLE 2 ADJUSTMENTS TO THE SHARES.

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased, if the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2 Reclassification, Exchange. Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been

exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Articles or Certificate (as applicable) of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

ARTICLE 3 REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fair market value of the Shares as of the date of this Warrant.

(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company’s capital stock (or other securities convertible into such capital stock), other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in connection with strategic transactions for purposes other than capital raising; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

ARTICLE 4 REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2 Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access.

4.3 Investment Experience. The Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4 Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

ARTICLE 5 MISCELLANEOUS.

5.1 Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to Silicon Valley Bancshares (Holder’s parent company) or any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f). and the Company is provided with a copy of Holder’s notice of proposed sale.

5.4 Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder will transfer all of this Warrant to Silicon Valley Bancshares, Holder’s parent company, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing Company with written notice, Silicon Valley Bancshares and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, Silicon Valley Bancshares or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any

person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded.

5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Silicon Valley Bancshares

Attn: Treasury Department

3003 Tasman Drive, HA 200

Santa Clara, CA 95054

Telephone: 408-654-7400

Facsimile: 408-496-2405

Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address:

Voex, Inc.

Attn: Dan Quandt

1100 Dexter Avenue

Seattle, WA 98109

Telephone: 616-774-8900

Facsimile: 206-273-7401

5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7 Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.

5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

5.9 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

“COMPANY”

VOEX, INC.

By:	/s/ Daniel G. Quandt

Name:	Daniel G. Quandt
	(Print)
Title: Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary

“HOLDER”



By:	/s/ Paul Hiemstran

Name:	Paul Hemstran
	(Print)

Title:	Vice President

Warrant Effective Date:		10-20-2004

APPENDIX 1

NOTICE OF EXERCISE

1. Holder elects to purchase shares of the Common/Series Preferred [strike one] Stock of Voex, Inc. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full.

[or]

1. Holder .elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for of the Shares covered by the Warrant.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing the shares in the name specified below:


		Holder’s Name





		(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as the date hereof.

		HOLDER:




		By:

		Name::

		Title:

		(Date):

EX-4.15 17 a2203792zex-4_15.htm EX-4.15

Exhibit 4.15

WARRANT TO PURCHASE STOCK

Company:		Voex, Inc., a Washington corporation
Number of Shares:		49,080
Class of Stock:		Common (subject to Section 1.5 below)
Warrant Price:		$0.815 per share (subject to Section 1.5 below)
Issue Date:		December 3, 2004
Expiration Date:		December 3, 2014

ARTICLE 1. EXERCISE.

1.3 Fair Market Value. If the Company’s common stock is traded in a public market and the shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price

specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment

1.5 Exercise of Warrant for Preferred Stock. Notwithstanding anything contained herein, in the event that the Company closes a round of equity financing in an amount of at least Two Million Dollars ($2,000,000) after the date hereof (the “Next Round”), the Class of Stock for which this Warrant shall be exercisable shall be the class of preferred stock issued in such Next Round and the Warrant Price shall be the lesser of the Warrant Price set forth above and the price paid for a share of the preferred stock issued in the Next Round.

1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.7 Treatment of Warrant Upon Acquisition of Company.

1.7.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

1.7.2 Treatment of Warrant at Acquisition.

(A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such

reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Articles or Certificate (as, applicable) of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are Preferred Stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

2.4 No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. The Company agrees that the rights of the Holder with respect to the Shares, if Common Stock, shall not be less than the rights granted to Michael Vorce, Daniel Quandt, or Haydar Haba under warrants issued in connection with a convertible bridge promissory notes financing on or about November, 2004.

2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly

compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fail market value of the Shares as of the date of this Warrant.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale additional shares of any class or series of the Company’s stock; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows:

4.4 Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

subsequently registered under the 1933 Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

ARTICLE 5. MISCELLANEOUS.

5.1 Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to Silicon Valley Bancshares (Holder’s parent company) or any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.

Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded.

5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.6 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Silicon Valley Bancshares
Attn: Treasury Department
3003 Tasman Drive, HA 200
Santa Clara, CA 95054
Telephone: 408-654-7400
Facsimile: 408-496-2405

Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address:

Voex, Inc.
Attn: Chief Financial Officer
100 Dexter Avenue
Seattle, WA 98109
Telephone: (616) 774-8900
Facsimile:

certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

5.9 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

“COMPANY”

VOEX.INC.


By:	/s/ Daniel G. Quandt

Name:	Daniel G. Quandt
	(Print)
Title:	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary


“HOLDER”

SILICON VALLEY BANK


By:	/s/ Paul Hiemstra

Name:	Paul Hiemstra
	(Print)
Title:	Relationship Manager

“COMPANY”

VOEX.INC.


By:	/s/ Haydar Haba	By:	/s/ Daniel G. Quandt

Name:	Haydar Haba	Name:	CFO
	(Print)		(Print)
Title:	Chairman of the Board, President or Vice President	Title:	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary


“HOLDER”

SILICON VALLEY BANK


By:

Name:
	(Print)
Title:

ASSIGNMENT

For value received, Silicon Valley Bank hereby sells, assigns and transfers unto:

Name: Silicon Valley Bancshares
Address: 3003 Tasman Drive (HA-200)
Santa Clara, CA 95054

TaxID: 91-1962278

that certain Warrant to Purchase Stock issued by (the “Company”), on , 200 (the “Warrant”) together with all rights, title and interest therein.

	SILICON VALLEY BANK

	By:	/s/ Paul Hiemstra

	Name:	Paul Heimstra

	Title:	Relationship Manager
Date:

By its execution below, and for the benefit of the Company, Silicon Valley Bancshares makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof.

		SILICON VALLEY BANCSHARES

		By:	/s/ Paulette Mehas

		Name:	Paulette Mehas

		Title:	Treasurer

APPENDIX 1

NOTICE OF EXERCISE

1. Holder elects to purchase shares of the Common/Series Preferred [strike one] Stock of Voex, Inc. pursuant to the terms of the attached Warrant, and lenders payment of the purchase price of the shares in full.

[or]

1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for of the Shares covered by the Warrant.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing the shares in the name specified below:

Holders Name

(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as the date hereof.

	HOLDER:



	By:
	Name:
	Title:

	(Date):

EX-4.16 18 a2203792zex-4_16.htm EX-4.16

Exhibit 4.16

WARRANT TO PURCHASE STOCK

Company:	Voex, Inc., a Washington corporation
Number of Shares:	15,000
Class of Stock:	Common (subject to Section 1.5 below)
Warrant Price;	$0.815 per share (subject to Section 1.5 below)
Issue Date:	January 28, 2005
Expiration Date:	January 28, 2015

ARTICLE 1. EXERCISE.

to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.7 Treatment of Warrant Upon Acquisition of Company.

1.7.2 Treatment of Warrant at Acquisition.

A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this

Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly.

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Articles or Certificate (as applicable) of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are Preferred Stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment, The Company agrees that the rights of the Holder with respect to the Shares, if Common Stock, shall not be less than the rights granted to Michael Vorce, Daniel Quandt, or Haydar Haba under warrants issued in connection with a convertible bridge promissory notes financing on or about November, 2004.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to the Holder as follows:

3.1.1 The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold and (ii) the fair market value of the Shares as of the date of this Warrant.

3.1.2 All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

3.1.3 The Capitalization Table previously provided to Holder remains true and complete as of the Issue Date.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale additional shares of any class or series of the Company’s stock; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or

into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

3.4 No Shareholder Rights. Except as provided in this Warrant, the Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows:

4.4 Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the 1933 Act and qualified under applicable stale securities laws, or unless exemption from such registration and qualification are otherwise available.

ARTICLE 5. MISCELLANEOUS.

5.1 Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company), The Company shall not require Holder to provide an opinion of counsel if the transfer is to Silicon Valley Bancshares (Holder’s parent company) or any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.

5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Silicon Valley Bancshares

Attn: Treasury Department

3003 Tasman Drive, HA 200

Santa Clara, CA 95054

Telephone: 408-654-7400

Facsimile: 408-496-2405

Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address:

Voex, Inc.

Attn: Chief Financial Officer

100 Dexter Avenue

Seattle, WA 98109

Telephone: (616) 774-8900

Facsimile: (206)273-7401

5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security Issuable upon the exercise hereof) 33 determined in accordance with Section 1.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

5.9 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

“COMPANY”

VOEX, INC.

By:	/s/ Haydar Haba	By:	/s/ Daniel G. Quandt

Name:	Haydar Haba, Pres.	Name:	Daniel G. Quandt, CFO
	(Print)		(Print)
Title:	Chairman of the Board, President or Vice President	Title:	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary


“HOLDER”

SILICON VALLEY BANK

By:	/s/ Paul Hiemstra

Name:	Paul Hiemstra
	(Print)
Title:	Relationship Manager

APPENDIX 1

NOTICE OF EXERCISE

[or]

1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for of the Shares covered by the Warrant.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing the shares in the name specified below:


	Holders Name



	(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as the date hereof.

		HOLDER:



		By:
		Name:
		Title:

		(Date):

APPENDIX 2

ASSIGNMENT

For value received, Silicon Valley Bank hereby sells, assigns and transfers unto

Name:	Silicon Valley Bancshares
Address:	3003 Tasman Drive (HA-200)
	Santa Clara, CA 95054

Tax ID:	91-1962278

that certain Warrant to Purchase Stock issued by Voex, Inc. (the “Company”), on January , 2005 (the “Warrant”) together with all rights, title and interest therein.

			SILICON VALLEY BANK

			By:
			Name:
			Title:
Date:

By its execution below, and for the benefit of the Company, Silicon Valley Bancshares makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof.

		SILICON VALLEY BANCSHARES

		By:
		Name:
		Title:

EX-4.17 19 a2203792zex-4_17.htm EX-4.17

Exhibit 4.17

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii)AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

INTELEPEER, INC.

WARRANT TO PURCHASE SHARES
OF SERIES C PREFERRED STOCK

THIS CERTIFIES THAT, for value received, COMPASS HORIZON FUNDING COMPANY LLC and its assignees are entitled to subscribe for and purchase that number of shares of the fully paid and nonassessable Series Preferred Stock (as adjusted pursuant to Section 4 hereof, the “Shares”) of INTELEPEER, INC., a Delaware corporation (the “Company”), as is determined pursuant to the next paragraph hereof, at the price of $1.0597 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term “Series Preferred” shall mean the Company’s presently authorized Series C Preferred Stock, and any stock into or for which such Series C Preferred Stock may hereafter be converted or exchanged, and after the automatic conversion of the Series C Preferred Stock to Common Stock shall mean the Company’s Common Stock, (b) the term “Date of Grant” shall mean May 1, 2009, and (c) the term “Other Warrants” shall mean any other warrants issued by the Company in connection with the transaction with respect to which this Warrant was issued, and any warrant issued upon transfer or partial exercise of or in lieu of this Warrant. The term “Warrant” as used herein shall be deemed to include Other Warrants unless the context clearly requires otherwise.

The number of Shares for which this Warrant is exercisable shall be equal to the sum of (a) 150,986, plus (b) the number which equals the quotient obtained by dividing (A) the product of (i) three and one-half percent (3.5%) and (ii) the aggregate original principal amount of Loans (as defined in that certain Equipment Loan and Security Agreement by and between the Company and Compass Horizon Funding Company LLC (the “Lender”) dated on or about the Date of Grant (the “Loan Agreement”)) made by Lender to the Company by (B) the Warrant Price.

1. Term. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time and from time to time from the Date of Grant through the later of (i) ten (10) years after the Date of Grant or (ii) if the Company’s initial public offering of its Common Stock (“IPO”) effected pursuant to a Registration Statement on Form S-l (or its successor) filed under the Securities Act of 1933, as amended (the “Act”) has occurred within ten (10) years of the Date of Grant, five (5) years after the closing of the IPO. Notwithstanding the foregoing, if an Acquisition (as defined in Section 10.1 below) occurs in which the sole consideration received by the owners of the Company is cash or registered shares of a publicly traded company with a

market capitalization of not less than Seven Hundred Fifty Million Dollars ($750,000,000.00), this Warrant shall expire and be of no further force or effect, if holder has not previously, or simultaneously with the Acquisition, exercised its rights hereunder.

2. Method of Exercise: Payment: Issuance of New Warrant. Subject to Section 1 hereof, the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or in part and from time to time, at the election of the holder hereof, by (a) the surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-l duly completed and executed) at the principal office of the Company and by the payment to the Company, by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of Shares then being purchased; or (b) exercise of the “net issuance” right provided for in Section 10.2 hereof. The person or persons in whose name(s) any certificate(s) representing shares of Series Preferred shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of stock so purchased shall be delivered to the holder hereof as soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the holder hereof as soon as possible and in any event within such thirty-day period; provided, however, at such time as the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as. amended, if requested by the holder of this Warrant, the Company shall cause its transfer agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a broker or other person (as directed by the holder exercising this Warrant) within the time period required to settle any trade made by the holder after exercise of this Warrant.

3. Stock Fully Paid: Reservation of Shares. All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Series Preferred to provide for the exercise of the rights represented by this Warrant and a sufficient number of shares of its Common Stock to provide for the conversion of the Series Preferred into Common Stock.

4. Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a) Reclassification or Merger. Except where this Warrant shall terminate upon the closing of an Acquisition described in Section 1, in case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (other than a

change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), so that the holder of this Warrant shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Series Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Series Preferred then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(a) shall similarly apply to successive reclassifications, changes, mergers and sales.

(b) Subdivision or Combination of Shares. If the Company at anytime while this Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of Series Preferred, the Warrant Price shall be proportionately decreased and the number of Shares issuable hereunder shall be proportionately increased in the case of a subdivision and the Warrant Price shall be proportionately increased and the number of Shares issuable hereunder shall be proportionately decreased in the case of a combination.

(c) Stock Dividends and Other Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall (i) pay a dividend with respect to Series Preferred payable in Series Preferred, then the Warrant Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Warrant Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Series Preferred outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Series Preferred outstanding immediately after such dividend or distribution; or (ii) make any other distribution with respect to Series Preferred (except any distribution specifically provided for in Sections 4(a) and 4(b)), then, in each such case, provision shall be made by the Company such that the holder of this Warrant shall receive upon exercise of this Warrant a proportionate share of any such dividend or distribution as though it were the holder of the Series Preferred (or Common Stock issuable upon conversion thereof) as of the record date fixed for the determination of the stockholders of the Company entitled to receive such dividend or distribution.

(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the number of Shares of Series Preferred purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the

numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

(e) Antidilution Rights. The other antidilution rights applicable to the Shares of Series Preferred purchasable hereunder are set forth in the Company’s Amended and Restated Certificate of Incorporation, as amended through the Date of Grant (the “Charter”). Without the prior written consent of the holder hereof, such antidilution rights shall not be restated, amended, modified or waived in any manner that is adverse to such holder and treats such holder differently than the other holders of Series Preferred. The Company shall promptly provide the holder hereof with any restatement, amendment, modification or waiver of the Charter promptly after the same has been made.

5. Notice of Adjustments. Whenever the Warrant Price or the number of Shares purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company shall make a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and the number of Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 13 hereof, by first class mail, postage prepaid) to the holder of this Warrant. In addition, whenever the conversion price or conversion ratio of the Series Preferred shall be adjusted, the Company shall make a certificate signed by its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the conversion price or ratio of the Series Preferred after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 13 hereof, by first class mail, postage prepaid) to the holder of this Warrant.

6. Fractional Shares. No fractional shares of Series Preferred will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor based on the fair market value of the Series Preferred on the date of exercise as reasonably determined in good faith by the Company’s Board of Directors.

7. Compliance with Act: Disposition of Warrant or Shares of Series Preferred.

(a) Compliance with Act. The holder of this Warrant, by acceptance hereof, agrees that this Warrant, and the shares of Series Preferred to be issued upon exercise hereof and any Common Stock issued upon conversion thereof are being acquired for investment and that such holder will not offer, sell or otherwise dispose of this Warrant, or any shares of Series Preferred to be issued upon exercise hereof or any Common Stock issued upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, unless the Shares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the holder hereof shall confirm in writing that the shares of Series Preferred so purchased (and any shares of Common Stock issued upon conversion thereof) are being acquired for investment and not with a view toward distribution or resale in violation of the Act and shall confirm

such other matters related thereto as may be reasonably requested by the Company. This Warrant and all shares of Series Preferred issued upon exercise of this Warrant and all shares of Common Stock issued upon conversion thereof (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form:

“THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.”

Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows:

(1) The holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof in violation of the Act.

(2) The holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder’s investment Intent as expressed herein.

(3) The holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The holder is aware of the provisions of Rule 144, promulgated under the Act.

(4) The holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

(b) Disposition of Warrant or Shares. With respect to any offer, sale or other disposition of this Warrant or any shares of Series Preferred acquired pursuant to the

exercise of this Warrant-prior to registration of such Warrant or shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if reasonably satisfactory to the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or such shares of Series Preferred or Common Stock and indicating whether or not under the Act certificates for this Warrant or such shares of Series Preferred to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, the Company, as promptly as practicable but no later than fifteen (15) days after receipt of the written notice, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such shares of Series Preferred or Common Stock, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 7(b) that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, this Warrant or such shares of Series Preferred or Common Stock may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant or the shares of Series Preferred thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required in order to ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

(c) Applicability of Restrictions. Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or the Series Preferred or Common Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability company, (ii) to a partnership of which the holder is a partner or to a limited liability company of which the holder is a member, (iii) to any affiliate of the holder if the holder is a corporation, (iv) notwithstanding the foregoing, to any corporation, company, limited liability company, limited partnership, partnership, or other person managed or sponsored by Compass Horizon Funding Company LLC (“Finance LLC”) or its principals or in which Finance LLC has an interest, (v) to Horizon Credit I LLC or (vi) to a lender to the holder or any of the foregoing; provided, however, in any such transfer, if applicable, the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant as if an original holder hereof.

(d) Market Standoff. Notwithstanding anything in the foregoing to the contrary, if all executive officers, directors of the Company and the holders of greater

than 1% of the Company’s Common Stock (on an as converted basis) enter into similar agreements, Holder hereby agrees that, in connection with the initial public offering by the Company, during the period of duration specified by the Company or the underwriter of common stock of the Company following the effective date of the registration statement of the Company filed under the Securities Act of 1933, as amended, with respect to such offering, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge or otherwise transfer or dispose of the Shares held by it at any time during such period except common stock included in such registration; provided that such period shall not exceed one hundred eighty (180) days. The holder hereof further agrees that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

8. Rights as Stockholders: Information. No holder of this Warrant, as such, shall be entitled to vote or receive dividends or be deemed the holder of Series Preferred or any other securities of the Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. Notwithstanding the foregoing, the Company will transmit to the holder of this Warrant such information, documents and reports as are generally distributed to the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the stockholders.

9. Registration Rights. The Company agrees to execute an amendment to the Registration Rights Agreement among the Company and certain stockholders dated October 31, 2008 (the “Rights Agreement”) to permit the holder hereof to be a party to, and Holder of Registrable Securities (as defined in the Rights Agreement) under Sections 1 and 3-14 of, the Rights Agreement, upon the holder’s exercise of its rights hereunder to purchase shares.

10. Additional Rights.

10.1 Acquisition Transactions. To the extent the Company has notice thereof, the Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (an “Acquisition”): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

10.2 Right to Convert Warrant into Stock: Net Issuance.

(a) Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred as is determined according to the following formula:

X = B-A
y

Where X =		the number of shares of Series Preferred that shall be issued to holder

Y =		the fair market value of one share of Series Preferred

A =		the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price)

B =		the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share)

No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

(b) Method of Exercise. The Conversion Right may be exercised by the holder by the surrender of this Warrant at the principal office of the Company together with a written statement (which may be in the form of Exhibit A-l or Exhibit A-2 hereto) specifying that the holder thereby intends to exercise the Conversion Right and indicating the number of shares subject to this Warrant which are being surrendered (referred to in Section 10.2(a) hereof as the Converted Warrant Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (the “Conversion Date”), and, at the election of the holder hereof, may be made contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the Act (a “Public Offering”). Certificates for the shares issuable upon exercise of the Conversion Right

and, if applicable, a new warrant evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Conversion Date and shall be delivered to the holder within thirty (30) days following the Conversion Date.

(c) Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean:

(1) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering.

(2) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows:

(A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible;

(B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; and

(C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith.

In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the IPO, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

10.3 Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all of the Shares subject hereto, and if the fair market value of one share of the Series Preferred is greater than the Warrant Price then in effect, this Warrant shall be deemed

automatically exercised pursuant to Section 10.2 above (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Series Preferred upon such expiration shall be determined pursuant to Section 10.2(c). To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 10.3, the Company agrees to promptly notify the holder hereof of the number of Shares, if any, the holder hereof is to receive by reason of such automatic exercise.

11. Representations and Warranties. The Company represents and warrants to the holder of this Warrant as follows:

(a) This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies.

(b) The Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free from preemptive rights.

(c) The rights, preferences, privileges and restrictions granted to or imposed upon the Series Preferred and the holders thereof are as set forth in the Charter, and on the Date of Grant, each share of the Series Preferred represented by this Warrant is convertible into one share of Common Stock.

(d) The shares of Common Stock issuable upon conversion of the Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms of the Charter will be validly issued, fully paid and nonassessable.

(e) The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Charter or by-laws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by, any Federal, state or local government authority or agency or other person, except for the filing of notices pursuant to federal and state securities laws, which filings will be effected by the time required thereby.

(f) There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company in any court or before any governmental commission, board or authority which, if adversely determined, could have a material adverse effect on the ability of the Company to perform its obligations under this Warrant.

(g) The number of shares of Common Stock of the Company outstanding on the Date of Grant, on a fully diluted basis (i.e., assuming the conversion of all outstanding convertible securities and the exercise of all outstanding options and warrants), does not exceed 75,000,000 shares.

12. Modification and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

13. Notices. Any notice, request, communication or other document required or permitted to be given or delivered to the holder hereof or the Company shall be delivered, or shall be sent by certified or registered mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to the Company at the address indicated therefor on the signature page of this Warrant.

14. Binding Effect on Successors. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, and all of the obligations of the Company relating to the Series Preferred issuable upon the exercise or conversion of this Warrant shall survive the exercise, conversion and termination of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the holder hereof

15. Lost Warrants or Stock Certificates. The Company covenants to the holder hereof that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.

16. Descriptive Headings. The descriptive headings of the various Sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without regard to which party drafted this Warrant.

17. Governing Law. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.

18. Survival of Representations. Warranties and Agreements. All representations and warranties of the Company and the holder hereof contained herein shall survive the Date of Grant, the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of rights hereunder. All agreements of the Company and the holder hereof contained herein shall survive indefinitely until, by their respective terms, they are no longer operative.

19. Remedies. In case any one or more of the covenants and agreements contained in this Warrant shall have been breached, the holders hereof (in the case of a breach by the Company), or the Company (in the case of a breach by a holder), may proceed to protect and enforce their or its rights either by suit in equity and/or by action at law, including, but not

limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Warrant.

20. Severability. The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and effect.

21. Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Warrant, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

22. Entire Agreement: Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter.

The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above.

	INTELEPEER, INC.


	By:	/s/ Andre Simone

	Name:	Andre Simone

	Title:	Chief Financial Officer

	Address:	2855 Campus Drive, Suite 200 San Mateo, CA 94403

EXHIBIT A-1

NOTICE OF EXERCISE

To: INTELEPEER, INC. (the “Company”)

1. The undersigned hereby:

o elects to purchase shares of [Series Preferred Stock] [Common Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or

o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to Shares of [Series Preferred Stock] [Common Stock].

2. Please issue a certificate or certificates representing shares in the name of the undersigned or in such other name or names as are specified below:


	(Name)




	(Address)

3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws.


		(Signature)


(Date)

EXHIBIT A-2

NOTICE OF EXERCISE

To: INTELEPEER, INC. (the “Company”)

1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form $ , filed , 200 , the undersigned hereby:

o elects to purchase shares of [Series Preferred Stock] [Common Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or

o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to Shares of [Series Preferred Stock] [Common Stock].

2. Please deliver to the custodian for the selling stockholders a stock certificate representing such shares.

3. The undersigned has instructed the custodian for the selling stockholders to deliver to the Company $ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.


		(Signature)


(Date)

EX-4.18 20 a2203792zex-4_18.htm EX-4.18

Exhibit 4.18

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE PREFERRED STOCK

Issuer:		INTELEPEER, INC., a Delaware corporation
Number of Shares:		226,479 Shares (or as otherwise determined in Section 1 below)
Class of Stock:		Series C Preferred Stock, $ 0.0001 par value
Exercise Price:		$1.0597 per Share
Issue Date:		May 14, 2009
Expiration Date:		the earliest of (i) 5:00 p.m. Pacific time on May 14, 2019 (ii) any “Acquisition” as defined in Section 2(f) below in which the consideration deliverable to holders of capital stock of the same series or class as the shares issuable upon exercise of this Warrant is in the form of cash, and (iii) the third anniversary of the closing of the first public offering of the Company’s Common Stock under terms and conditions that require automatic conversion of the Series C Preferred Stock into Common Stock.

THIS WARRANT CERTIFIES THAT, for the agreed upon value of $100.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Loan and Security Agreement No. INTEX dated as of April 10, 2009, this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliates identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants and Direct Equity Investments dated as of January 1, 2007, as may be amended and restated from time to time, and deemed effective as of July 20, 2004, (“Holder”) by INTELEPEER, INC., a Delaware corporation (the “Company”).

1. ISSUANCE. Subject to the terms and conditions hereinafter set forth, the Holder is entitled upon surrender of this Warrant and the duly executed subscription form annexed hereto as Appendix 1, at the office of the Company, 2855 Campus Drive, Suite 200, San Mateo, CA 94403, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 226,479 (the “Initial Number”) shares of fully paid and non-assessable shares (the “Shares”) of the Company’s Series C Preferred Stock, $0.0001 par value per share (“Series C Preferred Stock”), at a purchase price per Share of $1.0597 (the “Exercise Price”); provided, however, that if Holder, in its sole and absolute discretion, on or before December 31, 2009, does not make an advance under the Loan Agreement that the Company has requested (the “Rejected Advance”), the Initial Number shall be reduced by the number obtained by multiplying the Rejected Advance by 0.06, and dividing the resulting number by the Exercise Price; if such number includes a fraction, it shall be rounded up to the next integral number. This Warrant may be exercised in whole or in part at any time and from time to time until 5:00 PM, Pacific time, on the Expiration Date set forth above (the “Expiration Date”), and shall be void thereafter. Until such time as this Warrant is exercised in full or expires, the Exercise Price and the Shares are subject to adjustment from time to time as hereinafter provided.

2. EXERCISE.

(a) Method of Exercise. Holder may exercise this Warrant by delivering this Warrant together with a duly executed Notice of Exercise in substantially the form attached as Appendix 1 hereto to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 2(b), Holder shall also deliver to the Company a check for the aggregate Exercise Price for the Shares being purchased.

(b) Conversion Right. In lieu of exercising this Warrant as specified in Section 2(a), Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined as follows:

where

X = Y(A-B)


		X = the number of Shares to be issued to the Holder.

		Y = The number of Shares with respect to which this Warrant is being exercised.

		A = the Fair Market Value (as determined pursuant to Section 2(c) below) of one Share.

		B = the Exercise Price.

(i) If shares of Common Stock are traded on a nationally recognized securities exchange or over the counter market, the fair market value of one Share shall be the average closing price of a share of Common Stock over the five day trading period immediately preceding the date of Holder’s Notice of Exercise to the Company (or such lesser number of trading days as the stock has been publicly traded). Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares of Common Stock into which each share of Series C Preferred Stock is convertible at the time of exercise.

(ii) If shares of Common Stock are not traded on a nationally recognized securities exchange or over the counter market, the Board of Directors of the Company shall determine the fair market value of a share of Common Stock in its reasonable good faith judgment.

(d) Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the right to purchase the Shares not so acquired.

(e) Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

(f) Effect of Sale, Merger, or Consolidation of the Company.

(i) “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Company, or any acquisition, reorganization, consolidation or merger of the Company where the holders of the Company’s outstanding voting equity securities immediately prior to the transaction beneficially own less than 50.01% of the outstanding voting equity securities of the surviving or successor entity immediately following the transaction.

(ii) Assumption of Warrant for Certain Acquisitions. Upon the closing of any Acquisition in which the consideration deliverable to holders of capital stock of the same series or class as the shares issuable upon exercise of this Warrant is not in the form of cash, the Company shall cause the successor or surviving entity to assume and the successor or surviving entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Snares were outstanding on the record date for the Acquisition and subsequent closing. The Exercise Price shall be adjusted accordingly, and the Exercise Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof. Notwithstanding the understanding set forth in this subsection (f) (ii) if, for any reason, the obligations of this Warrant cannot be assumed by the successor or surviving entity, then the Holder shall have the option either to (A) deem this Warrant to have been automatically converted pursuant to the terms herein and thereafter Holder shall participate in the Acquisition on the same terms as other holders of the same class of securities of the Company; or (B) require the Company to purchase this Warrant on the closing date of the Acquisition for cash in an amount per Warrant share equal to the greater of (i) two (2) times the Exercise Price, less the Exercise Price, or (ii) the excess (if any) of the Fair Market Value of a Warrant Share over the Exercise Price. The Fair Market Value of a Warrant Share shall be determined as set forth in Section 2(c).

(g) Conversion of Series C Preferred Stock. Should all of the Company’s Series C Preferred Stock be, or if outstanding would be, at any time prior to the expiration of the Warrant or any portion thereof, converted into shares of the Company’s Common Stock in accordance with Section 4 of the Charter, then this Warrant shall become immediately exercisable prior to such event for that number of shares of the Common Stock that would have been received if this Warrant had been exercised in full

and the Series C Preferred Stock received thereupon had been simultaneously converted immediately prior to such event, and the Exercise Price shall immediately be adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of snares of Series C Preferred Stock for which this Warrant was exercisable immediately prior to such conversion or redemption, by (y) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion or redemption. For purposes of the forgoing, the “Charter” shall mean the Company’s Certificate of Incorporation as amended and /or restated and/or corrected and effective immediately prior to the conversion of all of the Company’s then outstanding Series C Preferred Stock.

3. ADJUSTMENTS.

(a) Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the outstanding shares of Series C Preferred Stock, payable in Common Stock or other securities, or subdivides the outstanding Series C Preferred Stock into a greater amount of Series C Preferred Stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. If the outstanding Series C Preferred Stock is subdivided into a greater number of shares, the Exercise Price shall be proportionately decreased and the number of Shares shall be proportionately increased.

(b) Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 3(b) shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

(c) Adjustments for Combinations, Etc. If the outstanding shares of Common Stock are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

(d) No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or by-laws, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist

in carrying out of all the provisions of this Section 3 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. The foregoing notwithstanding, the Company shall not be deemed to have impaired Holder’s rights if it amends its Certificate of Incorporation or shareholders agreements, or the holders of the Company’s Preferred Stock waive their rights thereunder, in a manner that does not adversely affect Holder in a manner differently from the effect that such amendments or waivers have on the rights of the holders of the Company’s Preferred Stock.

(e) Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise or conversion of this Warrant, the Company shall eliminate such fractional Share interest by paying Holder an amount computed by multiplying such fractional interest by the Fair Market Value (determined in accordance with Section 2(c) above) of one Share.

(f) Certificate as to Adjustments. Upon each adjustment of the Exercise Price, number of Shares or class of security for which this Warrant is exercisable, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its chief financial officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Exercise Price, number of Shares class of security for which this Warrant is exercisable in effect upon the date thereof and the series of adjustments leading to such Exercise Price, number of Shares and class of security.

4. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

(a) Representations and Warranties. The Company hereby represents and warrants to Holder as follows:

(i) All Shares which may be issued upon the due exercise of this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(ii) The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued shares such number of shares of its Series C Preferred Stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion or exchange of such Series C Preferred Stock into or for such other securities.

(iii) The execution and delivery by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to Holder of the right to acquire the shares of Series C Preferred Stock, have been duly authorized by all necessary corporate action on the part of the Company, and this Warrant is not inconsistent with the Company’s Charter or By-laws, does not contravene any law or governmental rule, regulation or order

applicable to it, and this Warrant constitutes the legal, valid and binding agreement of the Company, enforceable in accordance with its respective terms.

(iv) No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant, except for the filing of notices pursuant to Regulation D under the 1933 Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

(b) Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any shares of Company capital stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of Company capital stock, (c) to effect any transaction that would potentially cause this Warrant to terminate, or (d) to offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash; then, in connection with each such event, the Company shall give Holder (1) in the case of the matters referred to in (a) above, at least ten (10) days prior written notice of the date on which a record will be taken for such dividend or distribution (and specifying the date on which the holders of securities of the Company shall be entitled to receive such dividend or distribution); (2) in the case of the matters referred to in (b) above, at least ten (10) days prior written notice of the date when the reclassification or recapitalization will take place (and specifying the date on which the holders of securities of the Company will be entitled to exchange their securities of the Company for securities or other property deliverable upon the occurrence of such event), (3) in the case of (c) above, the same notice as is given to holders of Series C Preferred stock, and in the case of (d) above, the same notice as is given to other holders of registration rights.

(c) Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all notices or other written communications to the shareholders of the Company, (b) within one-hundred and twenty (120) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) such other financial statements required under and in accordance with any loan documents between Holder and the Company or if there are no such requirements (or if the subject loan(s) no longer are outstanding), then within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company’s quarterly, unaudited financial statements.

(d) Registration Rights. Simultaneously with the issuance of this Warrant, the Company agrees to execute an amendment to the Registration Rights Agreement among the Company and certain stockholders dated October 31, 2008 (the “Rights Agreement”) to permit the Holder to be a party to, and Holder of Registrable Securities (as defined in the Rights Agreement) under Sections 1 and 3-14 of, the Rights Agreement.

5. REPRESENTATIONS AND WARRANTIES OF THE HOLDER.

(a) Acquisition for Own Account. Except for transfers to Holder’s affiliates, this Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the 1933 Act, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder also represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

(b) Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access.

(c) Investment Experience. The Holder: (i) has experience as an investor in securities and acknowledges that the Holder is able to fend for itself, can bear the economic risk of the Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or (ii) has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

(d) Accredited Investor Status. The Holder and each of the Holder’s assignee affiliates that will be a Holder of this Warrant identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for-Warrants dated as of January 1, 2007, as may be amended and restated from time to time, and deemed effective as of July 20, 2004, is an “accredited investor” within the meaning of Regulation D promulgated under the 1933 Act.

6. MISCELLANEOUS.

(a) Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 2(c) above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed immediately prior to such date to be converted pursuant to Section 2(b) above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

(b) Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

(c) Compliance with Securities Laws on Transfer. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if (a) there is no material question as to the availability of current information as referenced in Rule 144(c), (b) Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, (c) the selling broker represents that it has complied with Rule 144(f), and (d) the Company is provided with a copy of Holder’s notice of proposed sale.

(d) Transfer Procedure. Subject to the provisions of Section 5(c), Holder may transfer all or part of this Warrant and/or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) at any time to any affiliate of Holder, or to any other transferee by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).

(e) Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or sent by electronic facsimile transmission, express overnight courier service, or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such holder from time to time, but in all cases, unless instructed in writing otherwise, the Company shall deliver a copy of all notices to Holder at 600 California Street, 6th Floor, San Francisco CA 94108, Attention: General Counsel.

(f) Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

(g) Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default,

and/or an action for specific performance for any default where Holder will not have an adequate remedy at law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by the Holder or any other person entitled to the benefit of this Warrant requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Warrant, provided, however, the foregoing does not limit the rights of the Company under applicable law to dispute, contest or exercise any other right at law or in equity with respect to whether such a breach exists or is continuing.

(h) Attorneys Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

(i) Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Preferred Stock to be executed by its duly authorized representative as of the date first above written.

	COMPANY

	INTELEPEER, INC.


	By:	/s/ Andre Simone
	Name:	Andre Simone
	Title:	CFO


	HOLDER

	ATEL VENTURES, INC., Trustee


	By:	/s/ Paritosh K. Chokel
	Name:	Paritosh K. Chokel
	Title:	Executive Vice President

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase shares of the Series C Preferred Stock of IntelePeer, Inc. pursuant to Section 2(a) of the attached Warrant, and tenders herewith payment of the Exercise Price of such shares in full.

1. The undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in Section 2(b) of the attached Warrant. This conversion is exercised with respect to of shares of the Series C Preferred Stock of IntelePeer, Inc.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:


	(Name)




	(Address)

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.


(Date)		(Signature)

EX-4.19 21 a2203792zex-4_19.htm EX-4.19

Exhibit 4.19

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT AGREEMENT

To Purchase Shares of the Series C Preferred Stock of

IntelePeer, Inc.

Dated as of May 5, 2010 (the “Effective Date”)

WHEREAS, IntelePeer, Inc., a Delaware corporation (the “Company”), has entered into a Loan and Security Agreement of even date herewith (the “Loan Agreement”) with Hercules Technology II, L.P., a Delaware limited partnership (the “Warrantholder”), and Comerica Bank, a Michigan banking corporation;

WHEREAS, the Company desires to grant to Warrantholder, in consideration for, among other things, the financial accommodations provided for in the Loan Agreement, the right to purchase shares of its Series C Preferred Stock pursuant to this Warrant Agreement (the “Agreement”);

NOW, THEREFORE, in consideration of the Warrantholder executing and delivering the Loan Agreement and providing the financial accommodations contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and Warrantholder agree as follows:

SECTION 1: GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 235,916 fully paid and non-assessable shares of the Preferred Stock (as defined below) at a purchase price of $1.0597 per share (the “Exercise Price”). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Charter” means the Company’s Certificate of Incorporation or other constitutional document, as may be amended from time to time.

“Common Stock” means the Company’s common stock.

“Designated Merger” means an acquisition of the Company in which the outstanding shares of the Company’s capital stock are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a merger effected primarily for the purpose of changing the domicile of the Company) (i) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company, and (ii) where the consideration that would be payable to the . Warrantholder for each share of Preferred Stock issuable upon exercise of this Warrant consists solely of (x) cash, or (y) Liquid Public Stock valued at least three times the Exercise Price then in effect,

“Initial Public Offering” means the initial underwritten public offering of the Company’s Common Stock pursuant to a registration statement under the Act, which public offering has been declared effective by the Securities and Exchange Commission (“SEC”).

“Liquid Public Stock” means capital stock that can be immediately sold without restriction on a national stock market or stock exchange.

“Merger Event” means a merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock of another entity.

“Preferred Stock” means the Series C Preferred Stock of the Company and any other stock into or for which the Series C Preferred Stock may be converted or exchanged, and upon and after the occurrence of an event which results in the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares of such Preferred Stock, including, without limitation, the consummation of an Initial Public Offering of the Common Stock in which such a conversion occurs, then from and after the date upon which such outstanding shares are so converted, redeemed or retired, “Preferred Stock” shall mean such Common Stock; and

“Purchase Price” means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price as of the relevant time multiplied by the number of shares of Preferred Stock requested to be exercised under this Agreement pursuant to such exercise.

“Rights Agreement” means that certain Registration Rights Agreement between the Company and certain of its stockholders dated October 31, 2008, as amended.

SECTION 2: TERM OF THE AGREEMENT.

Except as otherwise provided for herein, the term of this Agreement and the right to purchase Preferred Stock as granted herein (the “Warrant”) shall commence on the Effective Date and shall be exercisable for a period ending upon the later to occur of (i) seven (7) years from the Effective Date; (ii) three (3) years after the Initial Public Offering, or (iii) the closing of a Designated Merger.

SECTION 3: EXERCISE OF THE PURCHASE RIGHTS.

(a) Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of

the term set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases, if any,

The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula:

X = Y(A-B)
A

Where; X = the number of shares of Preferred Stock to be issued to the Warrantholder.

Y = the number of shares of Preferred Stock requested to be exercised under this Agreement.

A = the fair market value of one (1) share of Preferred Stock at the time of issuance of such shares of Preferred Stock.

B = the Exercise Price.

For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock:

(i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise;

(ii) if the exercise is after, and not in connection with an Initial Public Offering, and:

(A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or

(B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise;

(iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the fair market value per share as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise, unless the Company shall become subject to a Merger Event, in which case the fair market value of Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such Merger Event.

Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

(b) Exercise Prior to Expiration. To the extent this Agreement is not previously exercised as to all Preferred Stock subject hereto, and if the fair market value of one share of the Preferred Stock is greater than the Exercise Price then in effect, this Agreement shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Preferred Stock upon such expiration shall be determined pursuant to Section 3(a). To the extent this Agreement or any portion thereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of Preferred Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.

SECTION 4: RESERVATION OF SHARES.

During the term of this Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein, and shall have authorized and reserved a sufficient number of shares of its Common Stock to provide for the conversion of the Preferred Shares available hereunder.

SECTION 5: NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Agreement, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

SECTION 6: NO RIGHTS AS SHAREHOLDER/STOCKHOLDER.

This Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder/stockholder of the Company prior to the exercise of this Agreement.

SECTION 7: WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Agreement. Warrantholder’s initial address, for purposes of such registry, is set forth below Warrantholder’s signature on this Agreement. Warrantholder may change such address by giving written notice of such changed address to the Company.

SECTION 8: ADJUSTMENT RIGHTS.

The Exercise Price and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

(a) Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible consistent with the terms of this Warrant. Without limiting the foregoing, in connection with any Merger Event, other than a Designated Merger, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. In connection with a Merger Event, and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration

(b) Reclassification of Shares. Except as set forth in Section 8(a), if the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Agreement exist into the same or a different number of securities of any other class or classes, this Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

this Agreement shall be proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased, and the number of shares of Preferred Stock issuable upon the exercise of this Agreement shall be proportionately decreased.

(d) Stock Dividends. If the Company at any time while this Agreement is outstanding and unexpired shall:

(i) pay a dividend with respect to the Preferred Stock payable in Preferred Stock, then the Exercise Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or

(ii) make any other distribution with respect to Preferred Stock (or stock into which the Preferred Stock is convertible), except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon exercise or conversion of this Warrant a proportionate share of any such distribution as though it were the holder of the Preferred Stock (or other stock for which the Preferred Stock is convertible) as of the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution.

(e) Antidilution Rights. The Company shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter that affect the rights of the Preferred Stock; provided, that no such amendment, modification or waiver shall impair or reduce the antidilution rights applicable to the Preferred Stock as of the date hereof unless such amendment, modification or waiver affects the rights of Warrantholder with respect to the Preferred Stock in the same manner as it affects all other holders of Preferred Stock. The Company shall provide Warrantholder with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Agreement, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Warrantholder to determine if a dilutive event has occurred. For the avoidance of doubt, there shall be no duplicate anti-dilution adjustment pursuant to this subsection (e), the forgoing subsection (d) and the Company’s Charter.

written notice (or such shorter notice as shall otherwise be provided to the holders of the Preferred Stock) of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; (B) in the case of any such Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice (or such shorter notice as shall otherwise be provided to the holders of the Preferred Stock) of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof.

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Price (if the Exercise Price has been adjusted), and (D) the number of shares subject to purchase hereunder after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7.

(g) Timely Notice. Failure to timely provide such notice required by subsection (f) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. For purposes of this subsection (g), and notwithstanding anything to the contrary in Section 12(g), the notice period shall begin on the date Warrantholder actually receives a written notice containing all the information required to be provided in such subsection (f).

SECTION 9: REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder’s rights has been duly and validly reserved and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Preferred Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

(b) Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement: (1) does not violate the Company’s Charter or current bylaws; (2) does not contravene any law or governmental rule, regulation or order applicable to it; and (3) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

(d) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

(i) The authorized capital of the Company consists of (A) 80,000,000 shares of common stock, of which 10,296,595 shares are issued and outstanding, and (B) 44,760,592 shares of preferred stock, of which 41,685,408 shares are issued and outstanding and are convertible into 41,685,408 shares of common stock.

(ii) The Company has reserved 14,629,587 shares of common stock for issuance under its Stock Option Plan(s), under which 13,826,971 options are outstanding. Except for (i) an option to 19,857 shares of common stock outside of the Company’s Stock Option Plan, (ii) warrants to purchase 2,289,125 shares of common stock, (iii) warrants to purchase 156,012 shares of Series A Preferred Stock, (iv) warrants to purchase 1,710,222 shares of Series B Preferred Stock and (v) warrants to purchase 603,944 shares of Series C Preferred Stock, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party.

(iii) Except as set forth in the Rights Agreement and the Company’s Stockholders Agreement dated as of October 31, 2008 by and among the Company and the other parties named therein, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.

(e) Insurance. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(f) Other Commitments to Register Securities. Except as set forth in this Agreement and the Rights Agreement, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the Act any of its presently outstanding securities or any of its securities which may hereafter be issued.

(g) Exempt Transaction. Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

(h) Compliance with Rule 144. If the Warrantholder proposes to sell Preferred Stock issuable upon the exercise of this Agreement, or the Common Stock into which it is convertible, in compliance with Rule 144 promulgated by the SEC, then, upon Warrantholder’s written request to the Company, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company’s compliance with the filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time.

(i) Information Rights. During the term of this Warrant, Warrantholder shall be entitled to the information rights contained in Section 7.1 of the Loan Agreement, and Section 7.1 of the Loan Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to Warrantholder has been repaid.

(j) Registration Rights. On the date of this Agreement, the Company and Warrantholder shall enter into an amendment to the Rights Agreement so that Warrantholder is deemed a “Holder” thereunder.

SECTION 10: REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

(a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder’s rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration. The Warrantholder understands that if the Company does not register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Agreement or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Preferred Stock or (B) Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

(e) Accredited Investor. Warrantholder is an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.

SECTION 11: TRANSFERS.

Subject to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes) upon surrender of this Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes.

SECTION 12: MISCELLANEOUS.

(a) Effective Date. The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Agreement shall be binding upon any successors or assigns of the Company.

(b) Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights cither by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where Warrantholder will not have an adequate remedy at law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(c) No Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment.

(d) Additional Documents. The Company, upon execution of this Agreement, shall provide the Warrantholder with certified resolutions confirming the due approval of this Warrant and the reservation of shares of Preferred Stock and common stock into which the Preferred Stock is convertible. The Company shall also supply such other documents as the Warrantholder may from time to time reasonably request.

(e) Attorney’s Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For the purposes of this Section 12(e), attorneys’ fees shall include without limitation fees incurred in connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity of any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v) post-judgment motions and proceedings of any kind, including without limitation any activity taken to collect or enforce any judgment.

(f) Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(g) Notices. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication that is required, contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by facsimile or hand delivery if transmission or delivery occurs on a business day at or before 5:00 pm in the time zone of the recipient, or, if transmission or delivery occurs on a non-business day or after such time, the first business day thereafter, or the first business day after deposit with an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid (provided, that any Advance Request shall not be

deemed received until Lender’s actual receipt thereof), and shall be addressed to the party to be notified as follows:

If to Warrantholder:

HERCULES TECHNOLOGY II, L.P.

Legal Department

Attention: Chief Legal Officer and Steve Kuo

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

If to the Company:

IntelePeer, Inc.

Attention: Andre Simone 2855 Campus Drive San Mateo, CA

94403 Facsimile: 650-403-0818

or to such other address as each party may designate for itself by like notice.

(h) Entire Agreement; Amendments. This Agreement constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof (including Lender’s proposal letter dated March 5, 2010). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

(i) Headings. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

(j) Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed (or had an opportunity to discuss) with its counsel this Agreement and, specifically, the provisions of Sections 12(n), 12(o), 12(p), 12(q) and 12(r).

(k) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(l) No Waiver. No omission or delay by Warrantholder at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Company at any time designated, shall be a waiver of any such right or remedy to which Warrantholder is entitled, nor shall it in any way affect the right of Warrantholder to enforce such provisions thereafter.

(m) Survival. All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of Warrantholder and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.

(n) Governing Law. This Agreement have been negotiated and delivered to Warrantholder in the State of California, and shall have been accepted by Warrantholder in the State of California. Delivery of Preferred Stock to Warrantholder by the Company under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

(o) Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 12(g), and shall be deemed effective and received as set forth in Section 12(g). Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

(p) Mutual Waiver of Jury Trial. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE COMPANY AND WARRANTHOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons other than Borrower and Lender; Claims that arise out of or are in any way connected to the relationship between the Company and Warrantholder; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement.

decision of the arbitrator shall be binding on the parties, and shall be final and nonappealable to the maximum extent permitted by law. Any judgement rendered by the arbitrator may be entered in a court of competent jurisdiction and enforced by the prevailing party as a final judgment of such court.

(r) Prearbitration Relief. In the event Claims are to be resolved by arbitration, either party may seek from a court of competent jurisdiction identified in Section 12(o), any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by binding arbitration.

(s) Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

(t) Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to Warrantholder by reason of the Company’s failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable by Warrrantholder. If Warrantholder institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that Warrantholder has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized as of the Effective Date.

COMPANY:	INTELEPEER, INC., a Delaware corporation

	By:	/s/ Andre Simone

	Title:	CFO

WARRANTHOLDER:	HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership

	By:	Hercules Technology SBIC Management, LLC, its General Partner
	By:	Hercules Technology Growth Capital, Inc., its Manager

		By:	/s/ K. Nicholas Martisch
		Name:		K. Nicholas Martitsch
		Its: Associate General Counsel

EXHIBIT I

NOTICE OF EXERCISE

To: INTELEPEER, INC.

(1) The undersigned Warrantholder hereby elects to purchase [ ] shares of the Series C Preferred Stock of IntelePeer, Inc., pursuant to the terms of the Agreement dated the [ ] day of [ , ] (the “Agreement”) between IntelePeer, Inc. and the Warrantholder, and [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all applicable transfer taxes, if any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the Agreement to effect a Net Issuance.]

(2) Please issue a certificate or certificates representing said shares of Series C Preferred Stock in the name of the undersigned or in such other name as is specified below.


	(Name)


	(Address)



WARRANTHOLDER:	HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership

	By:		Hercules Technology SBIC Management, LLC, its General Partner

	By:		Hercules Technology Growth Capital, Inc., its Manager

		By:
		Name:		K. Nicholas Martitsch
		Its:		Associate General Counsel

EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

The undersigned IntelePeer, Inc., hereby acknowledge receipt of the “Notice of Exercise” from Hercules Technology II, L.P. to purchase [ ] shares of the Series C Preferred Stock of IntelePeer, Inc., pursuant to the terms of the Agreement, and further acknowledges that [ ] shares remain subject to purchase under the terms of the Agreement.

COMPANY:	INTELEPEER, INC., a Delaware corporation

	By:

	Title:

	Date:

EXHIBIT III

TRANSFER NOTICE

(To transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to


(Please Print)

whose address is



	Dated:

Holder’s Signature:

Holder’s Address:

Signature Guaranteed:

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement.

EX-4.20 22 a2203792zex-4_20.htm EX-4.20

Exhibit 4.20

WARRANT AGREEMENT

To Purchase Shares of the Series C Preferred Stock of

IntelePeer, Inc.

Dated as of May 5, 2010 (the “Effective Date”)

WHEREAS, IntelePeer, Inc., a Delaware corporation (the “Company”), has entered into a Loan and Security Agreement of even date herewith (the “Loan Agreement”) with Comerica Bank (the “Warrantholder”) and Hercules Technology II, L.P., a Delaware limited partnership;

SECTION 1. GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 47,183 fully paid and non-assessable shares of the Preferred Stock (as defined below) at a purchase price of $1.0597 per share (the “Exercise Price”). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

“Act” means the Securities Act of 1933, as amended.

“Charter” means the Company’s Certificate of Incorporation or other constitutional document, as may be amended from time to time.

“Common Stock” means the Company’s common stock.

“Designated Merger” means an acquisition of the Company in which the outstanding shares of the Company’s capital stock are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a merger effected primarily for the purpose of changing the domicile of the Company) (i) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company, and (ii) where the consideration that would be payable to the Warrantholder for each share of Preferred Stock issuable upon exercise of this Warrant consists solely of (x) cash, or (y) Liquid Public Stock valued at least three times the Exercise Price then in effect.

“Liquid Public Stock” means capital stock that can be immediately sold without restriction on a national stock market or stock exchange.

“Rights Agreement” means that certain Registration Rights Agreement between the Company and certain of its stockholders dated October 31, 2008, as amended.

SECTION 2. TERM OF THE AGREEMENT.

SECTION 3. EXERCISE OF THE PURCHASE RIGHTS.

(a) Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of

The Purchase Price shall be paid by cash or check. Upon partial exercise, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

SECTION 4. RESERVATION OF SHARES.

SECTION 5. NO FRACTIONAL SHARES OR SCRIP.

SECTION 6. NO RIGHTS AS SHAREHOLDER/STOCKHOLDER.

This Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder/stockholder of the Company prior to the exercise of this Agreement.

SECTION 7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Agreement. Warrantholder’s initial address, for purposes of such registry, is set

forth below Warrantholder’s signature on this Agreement. Warrantholder may change such address by giving written notice of such changed address to the Company.

SECTION 8. ADJUSTMENT RIGHTS.

The Exercise Price and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately decreased, and the number of shares of Preferred Stock issuable upon exercise of this Agreement shall be proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased, and the number of shares of Preferred Stock issuable upon the exercise of this Agreement shall be proportionately decreased.

(d) Stock Dividends. If the Company at any time while this Agreement is outstanding and unexpired shall:

shall be the total number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or

(f) Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Warrantholder consents to a dividend involving cash, property or other securities); (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall be any Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least thirty (30) days’ prior written notice (or such shorter notice as shall otherwise be provided to the holders of the Preferred Stock) of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; (B) in the case of any such Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least thirty (30) days’ prior written notice (or such shorter notice as shall otherwise be provided to the holders of the Preferred Stock) of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least thirty (30) days’ written notice prior to the effective date thereof.

SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

(j) Registration Rights. On the date of this Agreement, the Company and Warrantholder shall enter into an amendment to the Rights Agreement so that Warrantholder is deemed a “Holder” thereunder.

SECTION 10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

to purchase Preferred Stock pursuant to this Agreement or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Preferred Stock or (B) Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that Rule.

(e) Accredited Investor. Warrantholder is an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.

SECTION 11. TRANSFERS.

SECTION 12. MISCELLANEOUS.

(b) Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where Warrantholder will not have an adequate remedy at law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

If to Warrantholder:

Comerica Bank

Attn: National Documentation Services

39200 Six Mile Road

Mail Code 7578

Livonia, MI 48152

If to the Company:

IntelePeer, Inc.

Attention: Andre Simone

2855 Campus Drive

San Mateo, CA 94403

Facsimile: 650-403-0818

or to such other address as each party may designate for itself by like notice.

(i) Headings. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

(p) Mutual Waiver of Jury Trial. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE COMPANY AND WARRANTHOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons other than Borrower and Lender; Claims that arise out of or are in any way connected to the relationship between the Company and Warrantholder; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement.

(q) Arbitration. If the Mutual Waiver of Jury Trial set forth in Section 12(p) is ineffective or unenforceable, the parties agree that all Claims shall be submitted to binding arbitration in accordance with the commercial arbitration rules of JAMS (the “Rules”), such arbitration to occur before one arbitrator, which arbitrator shall be a retired California state judge or a retired Federal court judge. Such proceeding shall be conducted in San Francisco County, California, with California rules of evidence and discovery applicable to such arbitration. The decision of the arbitrator shall be binding on the parties, and shall be final and nonappealable to the maximum extent permitted by law. Any judgement rendered by the arbitrator may be entered in a court of competent jurisdiction and enforced by the prevailing party as a final judgment of such court.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized as of the Effective Date.

COMPANY	INTELEPEER, INC.


	By:		/s/ Andre Simone

	Title:	CFO


WARRANTHOLDER:	COMERICA BANK


	By:		/s/ Cal Cheng

	Title:	Vice President

EXHIBIT I

NOTICE OF EXERCISE

To: INTELEPEER, INC.

(1) The undersigned Warrantholder hereby elects to purchase [ ] shares of the Series C Preferred Stock of IntelePeer, Inc., pursuant to the terms of the Agreement dated the [ ] day of [ , ] (the “Agreement”) between IntelePeer, Inc. and the Warrantholder, and tenders herewith payment of the Purchase Price in full, together with all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing said shares of Series C Preferred Stock in the name of the undersigned or in such other name as is specified below.


	(Name)


	(Address)


WARRANTHOLDER:	COMERICA BANK


	By:

	Title:

EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

The undersigned IntelePeer, Inc., hereby acknowledge receipt of the “Notice of Exercise” from Comerica Bank to purchase [ ] shares of the Series C Preferred Stock of IntelePeer, Inc., pursuant to the terms of the Agreement, and further acknowledges that [ ] shares remain subject to purchase under the terms of the Agreement.

COMPANY	INTELEPEER, INC.


	By:

	Title:

	Date:

EXHIBIT III

TRANSFER NOTICE

(To transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to


(Please Print)

whose address is

Dated:

Holder’s Signature:

Holder’s Address:

Signature Guaranteed:

EX-10.1 23 a2203792zex-10_1.htm EX-10.1

Exhibit 10.1

VOEX, INC.

2003 STOCK OPTION AND RESTRICTED STOCK PLAN

EFFECTIVE AS OF June 19, 2003

TABLE OF CONTENTS

			Page

SECTION 1.	INTRODUCTION		1

SECTION 2.	DEFINITIONS		1

	(a)	“Affiliate”	1
	(b)	“Award”	1
	(c)	“Board”	1
	(d)	“Change In Control”	1
	(e)	“Code”	2
	(f)	“Committee”	2
	(g)	“Common Stock”	2
	(h)	“Company”	2
	(i)	“Consultant”	2
	(j)	“Director”	2
	(k)	“Disability”	2
	(l)	“Employee”	2
	(m)	“Exchange Act”	2
	(n)	“Exercise Price”	2
	(o)	“Fair Market Value”	2
	(p)	“Grant”	3
	(q)	“Incentive Stock Option” or “ISO”	3
	(r)	“Key Employee”	3
	(s)	“Non-Employee Director”	3
	(t)	“Nonstatutory Stock Option” or “NSO”	3
	(u)	“Option”	3
	(v)	“Optionee”	3
	(w)	“Parent”	3
	(x)	“Participant”	3
	(y)	“Plan”	3
	(z)	“Restricted Stock”	3
	(aa)	“Restricted Stock Agreement”	3
	(bb)	“Securities Act”	3
	(cc)	“Service”	3
	(dd)	“Share”	3
	(ee)	“Stock Option Agreement”	4
	(ff)	“Subsidiary”	4
	(gg)	“10-Percent Shareholder”	4

SECTION 3.	ADMINISTRATION		4

	(a)	Committee Composition	4
	(b)	Authority of the Committee	4
	(c)	Indemnification	5
	(d)	Financial Reports	5

SECTION 4.	ELIGIBILITY		5

	(a)	General Rules	5

			Page

	(b)	Incentive Stock Options	5

SECTION 5.	SHARES SUBJECT TO PLAN		5

	(a)	Basic Limitation	5
	(b)	Additional Shares	6
	(c)	Dividend Equivalents	6

SECTION 6.	TERMS AND CONDITIONS OF OPTIONS		6

	(a)	Stock Option Agreement	6
	(b)	Number of Shares	6
	(c)	Exercise Price	6
	(d)	Exercisability and Term	6
	(e)	Modifications or Assumption of Options	7
	(f)	Transferability of Options	7
	(g)	Restrictions on Transfer	7

SECTION 7.	PAYMENT FOR OPTION SHARES		7

	(a)	General Rule	7
	(b)	Surrender of Stock	8
	(c)	Promissory Note	8
	(d)	Other Forms of Payment	8

SECTION 8.	TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.		8

	(a)	Time, Amount and Form of Awards	8
	(b)	Restricted Stock Agreement	8
	(c)	Payment for Restricted Stocks	8
	(d)	Vesting Conditions	8
	(e)	Assignment or Transfer of Restricted Stocks	8
	(f)	Trusts	8
	(g)	Voting and Dividend Rights	9

SECTION 9.	PROTECTION AGAINST DILUTION		9

	(a)	Adjustments	9
	(b)	Participation Rights	9

SECTION 10.	EFFECT OF A CHANGE IN CONTROL		9

	(a)	Merger of Reorganization	9
	(b)	Accleration	10

SECTION 11.	LIMITATIONS ON RIGHTS		10

	(a)	Retention Rights	10
	(b)	Shareholders’Rights	10
	(c)	Regulatory Requirements	10

			Page

SECTION 12.	WITHHOLDING TAXES		10

	(a)	General	10
	(b)	Share Withholding	10

SECTION 13.	DURATION AND AMENDMENTS		11

	(a)	Term of the Plan	11
	(b)	Right to Amend or Terminate the Plan	11

iii

VOEX, INC.

2002 STOCK OPTION AND RESTRICTED STOCK PLAN

EFFECTIVE AS OF June 19, 2003

SECTION 1. INTRODUCTION.

The Company’s Board of Directors adopted the Voex, Inc. 2003 Stock Option and Restricted Stock Plan on June 19, 2003, subject to approval by the Company’s shareholders.

The purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by offering Key Employees an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, and to encourage such selected persons to continue to provide services to the Company and to attract new individuals with outstanding qualifications.

The Plan seeks to achieve this purpose by providing for Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options) and Awards of Restricted Stock.

The Plan shall be governed by, and construed in accordance with, the laws of the state of Washington (except its choice-of-law provisions). Capitalized terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or Stock Option Agreement or Restricted Stock Agreement.

SECTION 2. DEFINITIONS.

(a) “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. For purposes of determining an individual’s “Service,” this definition shall include any entity other than a Subsidiary, if the Company, a Parent and/or one or more Subsidiaries own not less than 50% of such entity.

(b) “Award” means any award of an Option or Restricted Stock under the Plan.

(d) “Change In Control” except as may otherwise be provided in the Stock Option Agreement, means any merger or consolidation of the Company into or with another corporation or other entity, or the sale, transfer or other disposition of all or substantially all of the assets or capital stock of the Company, or any reorganization, recapitalization or like transaction or series of related transactions having substantially equivalent effect and purpose, at the conclusion of which such merger, consolidation, sale, transfer, disposition, reorganization, recapitalization or like transaction the holders of the capital stock of the Company entitled to vote for the election of directors or similar governing body immediately prior to such transaction or series of related transactions own less than a majority of the

capital stock entitled to vote for the election of directors or similar governing body of the acquiring entity or entity surviving or resulting from such transaction or series of related transactions immediately thereafter; provided that a merger effected exclusively for the purpose of changing the domicile of the Company shall not be deemed to constitute a “Change in Control”.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means a committee consisting of two or more members of the Board that is appointed by the Board (as described in Section 3) to administer the Plan.

(g) “Common Stock” means the Company’s common stock.

(h) “Company” means Voex, Inc., a Washington corporation.

(i) “Consultant” means an individual who performs bona fide services to the Company, a Parent, a Subsidiary or an Affiliate other than as an Employee or Director or Non-Employee Director.

(j) “Director” means a member of the Board who is also an Employee.

(k) “Disability” means that the Key Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(l) “Employee” means any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “Exercise Price” means the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.

(o) “Fair Market Value” means the market price of Shares, determined by the Committee as follows:

(i) If the Shares were traded over-the-counter on the date in question but were not classified as a national market issue, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted by the Nasdaq system for such date;

(ii) If the Shares were traded over-the-counter on the date in question and were classified as a national market issue, then the Fair Market Value shall be equal to the last-transaction price quoted by the Nasdaq system for such date;

(iii) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; and

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Wall Street Journal. Such determination shall be conclusive and binding on all persons.

(p) “Grant” means any grant of an Option under the Plan.

(q) “Incentive Stock Option” or “ISO” means an incentive stock option described in Code section 422(b).

(r) “Key Employee” means an Employee, Director, Non-Employee Director or Consultant who has been selected by the Committee to receive an Award under the Plan.

(s) “Non-Employee Director” means a member of the Board who is not an Employee.

(t) “Nonstatutory Stock Option” or “NSO” means a stock option that is not an ISO.

(u) “Option” means an ISO or NSO granted under the Plan entitling the Optionee to purchase Shares.

(v) “Optionee” means an individual, estate or other entity that holds an Option.

(w) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(x) “Participant” means an individual or estate or other entity that holds an Award.

(y) “Plan” means this Voex, Inc. 2003 Stock Option and Restricted Stock Plan as it may be amended from time to time.

(z) “Restricted Stock” means a Share awarded under the Plan.

(aa) “Restricted Stock Agreement” means the agreement described in Section 8 evidencing each Award of Restricted Stock.

(bb) “Securities Act” means the Securities Act of 1933, as amended.

(cc) “Service” means service as an Employee, Director, Non-Employee Director or Consultant.

(dd) “Share” means one share of Common Stock.

(ee) “Stock Option Agreement” means the agreement described in Section 6 evidencing each Grant of an Option.

(ff) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(gg) “10-Percent Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its subsidiaries. In determining stock ownership, the attribution rules of section 424(d) of the Code shall be applied.

SECTION 3. ADMINISTRATION.

(a) Committee Composition. A Committee appointed by the Board shall administer the Plan. The Board shall designate one of the members of the Committee as chairperson. If no Committee has been approved, the entire Board shall constitute the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

Effective with the Company’s initial public offering, the Committee shall consist either of (i) those individuals who shall satisfy the requirements of Rule 16b-3 (or its successor) under the Exchange Act with respect to Options to persons who are officers or directors of the Company under Section 16 of the Exchange Act or (ii) the Board itself.

The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not qualify under Rule 16b-3, who may administer the Plan with respect to Key Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Key Employees and may determine all terms of such Awards.

To the extent consistent with applicable law, the Board may authorize a senior executive officer of the Company to grant Awards to individuals eligible to receive Awards under the Plan, within the limits specifically prescribed by the Board.

(b) Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include:

(i) selecting Key Employees who are to receive Awards under the Plan;

(ii) determining the type, number, vesting requirements and other features and conditions of such Awards;

(iii) interpreting the Plan; and

(iv) making all other decisions relating to the operation of the Plan.

The Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.

(c) Indemnification. Each member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Stock Option Agreement or any Restricted Stock Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

(d) Financial Reports. To the extent required by applicable law, the Company shall furnish to Participants the Company’s summary financial information including a balance sheet regarding the Company’s financial condition and results of operations, unless such Participants have duties with the Company that assure them access to equivalent information. Such financial statements need not be audited.

SECTION 4. ELIGIBILITY.

(a) General Rules. Only Employees, Directors, Non-Employee Directors and Consultants shall be eligible for designation as Key Employees by the Committee.

(b) Incentive Stock Options. Only Key Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, a Key Employee who is a 10-Percent Shareholder shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(5) of the Code are satisfied.

SECTION 5. SHARES SUBJECT TO PLAN.

(a) Basic Limitation. The stock issuable under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares reserved for Awards under the Plan shall not exceed one million (1,200,000) Shares on a fully diluted basis, subject to adjustment pursuant to Section 9.

(b) Additional Shares. If Awards are forfeited or terminate for any other reason before being exercised, then the Shares underlying such Awards shall again become available for Awards under the Plan.

(c) Dividend Equivalents. Any dividend equivalents distributed under the Plan shall not be applied against the number of Shares available for Awards.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement. Each Grant under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. A Stock Option Agreement may provide that new Options will be granted automatically to the Optionee when he or she exercises the prior Options. The Stock Option Agreement shall also specify whether the Option is an ISO or an NSO.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 9.

(c) Exercise Price. An Option’s Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement. To the extent required by applicable law the Exercise Price of an ISO shall not be less than 100% of the Fair Market Value (110% for 10-Percent Shareholders) of a Share on the date of Grant. In the case of an NSO, a Stock Option Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the NSO is outstanding. To the extent required by applicable law, the Exercise Price for an NSO shall not be less than 85% of the Fair Market Value (110% for 10-Percent Shareholders) of a Share on the date of Grant.

(d) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. Except as otherwise set forth in the Stock Option Agreement, an Option shall vest as to 25% of the total number of Shares on the first anniversary of the Vesting Start Date, as defined in the Stock Option Agreement, provided that the Optionee is providing Service as of such anniversary. Thereafter, the Option shall vest monthly at the rate of 2.0833% of the total number of Shares until the Option is 100% vested and exercisable four years from the Vesting Start Date, as defined in the Stock Option Agreement, provided the Optionee is providing Service as of such date. In no event shall more than 100% of the Shares, as defined the Stock Option Agreement, become vested. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO, and to the extent required by applicable law a NSO, shall in no event exceed ten (10) years from the date of Grant. An ISO that is granted to a 10-Percent Shareholder shall have a maximum term of five (5) years. To the extent required by applicable law, vested Options shall be exercisable for a minimum period of six (6) months and a maximum period of twelve (12) months following

termination of Services due to death or Disability; and, Options shall be exercisable for a minimum of thirty (30) days and a maximum of three (3) months following termination of Services (other than terminations for cause, as defined in the Company’s personnel policies). Notwithstanding the previous sentence, no Option can be exercised after the expiration date provided in the applicable Stock Option Agreement. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. A Stock Option Agreement may permit an Optionee to exercise an Option before it is vested, subject to the Company’s right of repurchase over any Shares acquired under the unvested portion of the Option (an “early exercise”), which right of repurchase shall lapse at the same rate the Option would have vested had there been no early exercise. In no event shall the Company be required to issue fractional Shares upon the exercise of an Option.

(e) Modifications or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option.

(f) Transferability of Options. Except as otherwise provided in the applicable Stock Option Agreement and then only to the extent permitted by applicable law, no Option shall be transferable by the Optionee other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Stock Option Agreement, an Option may be exercised during the lifetime of the Optionee only or by the guardian or legal representative of the Optionee. No Option or interest therein may be assigned, pledged or hypothecated by the Optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

(g) Restrictions on Transfer. Any Shares issued upon exercise of an Option shall be subject to such rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law.

SECTION 7. PAYMENT FOR OPTION SHARES.

(a) General Rule. The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash at the time when such Shares are purchased, except as follows:

(i) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Section 7.

(ii) In the case of an NSO granted under the Plan, the Committee may in its discretion, at any time accept payment in any form(s) described in this Section 7.

(b) Surrender of Stock. To the extent that this Section 7(b) is applicable, payment for all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee for such duration as shall be specified by the Committee. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.

(c) Promissory Note. To the extent that this Section 7(c) is applicable, payment for all or any part of the Exercise Price may be made with a full-recourse promissory note.

(d) Other Forms of Payment. To the extent that this Section 7(d) is applicable, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.

(a) Time, Amount and Form of Awards. Awards under the Plan may be granted in the form of Restricted Stock.

(b) Restricted Stock Agreement. Each Award of Restricted Stock under the Plan shall be evidenced by a Restricted Stock Agreement between the Participant and the Company. Such Award shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Restricted Stock Agreement. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

(d) Vesting Conditions. Each Award of Restricted Stock shall become vested, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability or retirement or other events.

(e) Assignment or Transfer of Restricted Stock. Except as provided in Section 12, or in a Restricted Stock Agreement, or as required by applicable law, Restricted Stock granted under the Plan shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 8(e) shall be void. However, this Section 8(e) shall not preclude a Participant from designating a beneficiary who will receive any outstanding Restricted Stocks in the event of the Participant’s death, nor shall it preclude a transfer of Restricted Stocks by will or by the laws of descent and distribution.

(f) Trusts. Neither this Section 8 nor any other provision of the Plan shall preclude a Participant from transferring or assigning Restricted Stock to (a) the trustee of a trust that is revocable by such Participant alone, both at the time of the transfer or assignment and at all

times thereafter prior to such Participant’s death, or (b) the trustee of any other trust to the extent approved in advance by the Committee in writing. A transfer or assignment of Restricted Stock from such trustee to any person other than such Participant shall be permitted only to the extent approved in advance by the Committee in writing, and Restricted Stock held by such trustee shall be subject to all of the conditions and restrictions set forth in the Plan and in the applicable Restricted Stock Agreement, as if such trustee were a party to such Agreement.

(g) Voting and Dividend Rights. The holders of Restricted Stock awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other shareholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Stock invest any cash dividends received in additional Restricted Stock. Such additional Restricted Stock shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. Such additional Restricted Stock shall not reduce the number of Shares available under Section 5.

SECTION 9. PROTECTION AGAINST DILUTION.

(a) Adjustments. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:

(i) the number of Shares available for future Awards under Section 5;

(ii) the number of Shares covered by each outstanding Award; or

(iii) the Exercise Price under each outstanding Option.

(b) Participant Rights. Except as provided in this Section 9, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

SECTION 10. EFFECT OF A CHANGE IN CONTROL.

(a) Merger or Reorganization. In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of outstanding Awards or replacement Awards of substantially equivalent value by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for accelerated vesting or for their cancellation with or without consideration, in all cases without the consent of the Participant.

(b) Acceleration. Except as otherwise provided in the applicable Stock Option Agreement, in the event that a Change in Control occurs with respect to the Company and the applicable agreement of merger or reorganization provides for assumption or continuation of Options pursuant to Section 10(a), or the Options otherwise continue, no acceleration of vesting shall occur. In the event that a Change in Control occurs with respect to the Company and there is no assumption or continuation of Options, all Options shall vest and become immediately exercisable immediately before the Change in Control.

SECTION 11. LIMITATIONS ON RIGHTS.

(a) Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an employee, consultant or director of the Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates reserve the right to terminate the Service of any person at any time, and for any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and a written employment agreement (if any).

(b) Shareholders’ Rights. A Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any Shares covered by his or her Award prior to the issuance of a stock certificate for such Shares. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such certificate is issued, except as expressly provided in Section 9.

(c) Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

SECTION 12. WITHHOLDING TAXES.

(a) General. A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding. If a public market for the Company’s Shares exists, the Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.

SECTION 13. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to the approval of the Company’s shareholders. No Options shall be exercisable until such shareholder approval is obtained. In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any Option granted under the Plan shall revert to a Nonstatutory Stock Option. To the extent required by applicable law, the Plan shall terminate on the date that is ten (10) years after its adoption by the Board and may be terminated on any earlier date pursuant to Section 13(b).

(b) Right to Amend or Terminate the Plan. The Board may amend or terminate the Plan at any time and for any reason. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. No Awards shall be granted under the Plan after the Plan’s termination. An amendment of the Plan shall be subject to the approval of the Company’s shareholders only to the extent required by applicable laws, regulations or rules.

**********************************************************************

Adopted by the Board of Directors on June 19, 2003 and approved by the shareholders on July 1, 2003.

GRANT NO.

VOEX, INC.

2003 STOCK OPTION AND RESTRICTED STOCK PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

Voex, Inc., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2003 Stock Option and Restricted Stock Plan (the “Plan”).

Date of Option Grant:

Name of Optionee:

Optionee’s Social Security Number:

Number of Shares Covered by Option:

Exercise Price per Share:

Vesting Start Date: (see “Vesting Schedule” below)

Vesting Schedule:

Subject to all the terms of the attached Agreement and continuation of your Service through the applicable vesting date, your right to purchase Shares under this Option shall become vested and exercisable according the following schedule:

No additional Shares will vest after your Service has terminated for any reason.

[signature page follows]

By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed.

Optionee:
	(Signature)

Company:
	(Signature)

	Title:

Attachment

VOEX, INC.

2003 STOCK OPTION AND RESTRICTED STOCK PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

The Plan and Other Agreements		The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded.

Nonstatutory Stock Option		This Option is not intended to be an Incentive Stock Option under section 422 of the Internal Revenue Code and will be interpreted accordingly.

Vesting		This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet.

Term		Your Option will expire in any event at the close of business at Company headquarters on the day before the 7th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below.

Regular Termination		If your Service terminates for any reason, other than death, Disability or Cause, as defined below, then your Option will expire at the close of business at Company headquarters on the 90th day after your termination date.

Termination for Cause		If your Service is terminated for Cause, as determined by the Board in its sole discretion, then you shall immediately forfeit all rights to your Option and the Option shall immediately expire. For purposes of this Agreement, “Cause” shall mean the termination of your Service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure of confidential information or trade secrets of the Company (or any Parent, Subsidiary or Affiliate); or any other intentional misconduct adversely affecting the business or affairs of the Company (or any Parent, Subsidiary or Affiliate) in a material manner. This definition shall not restrict in any way the Company’s or any Parent’s, Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which

		constitute “cause” for purposes other than this Agreement.

Death		If your Service terminates because of your death, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. During that twelve (12) month period, your estate or heirs may exercise the vested portion of your Option.

Disability		If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date twelve (12) months after your termination date.

Leaves of Absence		For purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Notice of Exercise		When you wish to exercise this Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Shares you wish to purchase. Your notice must also specify how your Shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship). The notice will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

Form of Payment		When you submit your notice of exercise, you must include payment of the Exercise Price for the Shares you are purchasing. Payment may be made in the form of cash, your personal check, a cashier’s check or a money order. To the extent a public market for the Shares exists as determined by the Company, by delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price.

Withholding Taxes		You will not be allowed to exercise this Option unless you make

		acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option.

Restrictions on Exercise and Resale		By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired under this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise, sale or issuance of Shares. The Company will not permit you to exercise this Option if the issuance of Shares at that time would violate any law or regulation. The Company shall have the right to designate one or more periods of time, each of which shall not exceed one hundred eighty (180) days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities, or subject the Company to reporting requirements under the Securities Exchange Act (including Section 12(g)). Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

The Company’s Right of First Refusal		In the event that you propose to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the “Right of First Refusal” with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written “Transfer Notice” to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee.

		The Transfer Notice shall be signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. The Company’s rights under this subsection shall be freely assignable, in whole or in part.

		If the Company fails to exercise its Right of First Refusal within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.

		The Company’s Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. Share certificates shall bear a restrictive legend, set forth in this Agreement, indicating that such shares shall be subject to the Company’s Right of First Refusal. The Company’s Right of First Refusal shall terminate in the event that Shares are listed on an established stock exchange or is quoted regularly on the Nasdaq National Market.

Transfer of Option		Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become

		invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.

Retention Rights		Your Option or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.

Shareholder Rights		You, or your estate or heirs, have no rights as a stockholder of the Company until you properly exercise and deliver consideration for your Option’s Shares that is accepted by the Company, in accordance with the provisions set forth in this Agreement and the Plan. No adjustments shall be made for dividends or other rights if the applicable record date occurs before you are a record Shareholder of the Company; except as described in the Plan.

Adjustments		In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this Option and the exercise price per Share may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.


Legends		All certificates representing the Shares issued upon exercise of this Option shall, where applicable, have endorsed thereon the following legend:

		“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER AND A RIGHT OF FIRST REFUSAL AND A REPURCHASE OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY WAY DISPOSED OF EXCEPT AS SET FORTH IN A STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL PURCHASER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHTS OF FIRST REFUSAL AND REPURCHASE ARE BINDING ON TRANSFEREES OF THESE SHARES.”

Applicable Law		This Agreement will be interpreted and enforced under the internal laws of the State of Washington without giving effect to principles of conflicts of law.

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

EX-10.2 24 a2203792zex-10_2.htm EX-10.2

Exhibit 10.2

INTELEPEER, INC.

(FORMERLY VOEX, INC.)

AMENDED AND RESTATED

2003 STOCK OPTION AND RESTRICTED STOCK PLAN

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment. The IntelePeer, Inc. 2003 Stock Option and Restricted Stock Plan was initially established effective June 19, 2003 (the “Initial Plan”). The Initial Plan is hereby amended and restated in its entirety as the IntelePeer, Inc. Amended and Restated 2003 Stock Option and Restricted Stock Plan (the “Plan”) effective as of May 10, 2007 (the “Effective Date”), as amended through October 31, 2008.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Company intends that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed.

1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that, all Awards shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “Applicable California Law” means Section 25102(o) of the California Corporations Code and related Sections of the California Code of Regulations.

(b) “Award” means an Option or Stock Purchase Right granted under the Plan.

(c) “Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.

(d) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s).

(e) “Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.

(f) “Change in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, the occurrence of any of the following:

(i) an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 2.1(v)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

(ii) the liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(g) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.

(h) “Committee” means the compensation committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(i) “Company” means IntelePeer, Inc., a Delaware corporation, or any successor corporation thereto.

(j) “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act.

(k) “Director” means a member of the Board or of the board of directors of any other Participating Company.

(l) “Disability” means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the Participant.

(m) “Employee” means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its

discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and subject to the applicable requirements, if any, of Section 409A of the Code and Section 260.140.50 of Title 10 of the California Code of Regulations.

(p) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(q) “Insider” means an Officer, a Director of the Company or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(r) “Net-Exercise” means a procedure by which the Participant will be issued a number of whole shares of Stock upon the exercise of an Option determined in accordance with the following formula:

N = X(A-B)/A, where

“N” = the number of shares of Stock to be issued to the Participant upon exercise of the Option;

“X” = the total number of shares with respect to which the Participant has elected to exercise the Option;

“A” = the Fair Market Value of one (1) share of Stock determined on the exercise date; and

“B” = the exercise price per share (as defined in the Participant’s Award Agreement)

(s) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an Incentive Stock Option.

(t) “Officer” means any person designated by the Board as an officer of the Company.

(u) “Option” means a right granted under Section 6 to purchase Stock pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(v) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company.

(w) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(x) “Participant” means any eligible person who has been granted one or more Awards.

(y) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation.

(z) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.

(aa) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(bb) “Securities Act” means the Securities Act of 1933, as amended.

(cc) “Service” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its

discretion, the Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination.

(dd) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

(ee) “Stock Purchase Right” means a right granted under Section 7 to purchase Stock pursuant to the terms and conditions of the Plan.

(ff) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(gg) “Ten Percent Stockholder” means a person who, at the time an Award is granted to such person, owns stock possessing more than ten percent (10%) of the total combined voting power (as defined in Section 194.5 of the California Corporations Code) of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Award shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject to each Award;

(b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Award, (ii) the method of payment for shares purchased upon the exercise of the Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Award or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Award or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Award, (vi) the effect of the Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Award or such shares not inconsistent with the terms of the Plan;

(e) to approve one or more forms of Award Agreement;

(f) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired upon the exercise thereof;

(g) to accelerate, continue, extend or defer the exercisability of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant’s termination of Service;

(h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards; and

(i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.4 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.5 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted

hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4. SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be Eighteen Million Five Hundred Twenty-Nine Thousand Five Hundred Eighty-Seven (18,529,587) which shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Award subject to a Company repurchase option and are repurchased by the Company at the Participant’s exercise or purchase price, the shares of Stock allocable to the unexercised portion of such Award or such repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise of all outstanding Awards (together with options outstanding under any other stock plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

4.2 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per share of any outstanding Awards in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such

amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and the exercise price per share shall be rounded up to the nearest whole cent. In no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

5. ELIGIBILITY AND OPTION LIMITATIONS.

5.1 Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.

5.2 Participation in Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

5.3 Incentive Stock Option Limitations.

(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed Thirteen Million Six Hundred Thirty Two Thousand Five Hundred Eighty Seven (13,632,587) shares (the “ISO Share Limit”). The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Section 4.2.

(b) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences Service as an Employee, with an exercise price determined as of such date in accordance with Section 6.1.

(c) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth

in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

6. TERMS AND CONDITIONS OF OPTIONS.

Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option (or, if required by Applicable California Law, no Option) granted to a Ten Percent Stockholder shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) with the exception of an Option granted to an Officer, a Director or a Consultant, if required by Applicable California Law, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the effective date of grant of such Option, subject to the Participant’s continued Service. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

6.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased

pursuant to any Option shall be made (i) in cash or by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by delivery of a properly executed notice electing a Net-Exercise, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by approval of or by amendment to the standard forms of Award Agreement described in Section 8, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the Company (and were not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

6.4 Effect of Termination of Service.

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer exercise period is provided by the Board in the grant of an Option and set forth in the Award Agreement, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate:

(i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later

than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).

(ii) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months (or such longer period of time as determined by the Board, in its discretion) after the Participant’s termination of Service.

(iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.

(iv) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or for Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 11 below, the Option shall remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the Option Expiration Date.

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. No Option shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act.

7. TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS.

Stock Purchase Rights shall be evidenced by Award Agreements, specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

7.1 Purchase Price. The purchase price under each Stock Purchase Right shall be established by the Board; provided, however, that, to the extent required by Applicable California Law, (a) the purchase price per share shall be at least eighty-five percent (85%) of the Fair Market Value of a share of Stock either on the effective date of grant of the Stock Purchase Right or on the date on which the purchase is consummated and (b) the purchase price per share under a Stock Purchase Right granted to a Ten Percent Stockholder shall be at least one hundred percent (100%) of the Fair Market Value of a share of Stock either on the effective date of grant of the Stock Purchase Right or on the date on which the purchase is consummated.

7.2 Purchase Period. A Stock Purchase Right shall be exercisable within a period established by the Board, which shall in no event exceed thirty (30) days from the effective date of the grant of the Stock Purchase Right.

7.3 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Stock Purchase Right shall be made (a) in cash or by check or cash equivalent, (b) in the form of the Participant’s past service rendered to a Participating Company or for its benefit having a value not less than the aggregate purchase price of the shares being acquired, (c) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (d) by any combination thereof. The Board may at any time or from time to time, by adoption of or by amendment to the standard form of Award Agreement described in Section 8, or by other means, grant Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration.

7.4 Vesting and Restrictions on Transfer. Shares issued pursuant to any Stock Purchase Right may or may not be made subject to vesting conditioned upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria (the “Vesting Conditions”) as shall be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Stock Purchase Right remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 7.5. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

7.5 Effect of Termination of Service. Unless otherwise provided by the Board in the grant of a Stock Purchase Right and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service; provided, however, that with the exception of shares acquired pursuant to a Stock Purchase Right by an Officer, a Director or a Consultant, the Company’s repurchase option must lapse, to the extent required by Applicable California Law, at the rate of at least

twenty percent (20%) of the shares per year over the period of five (5) years from the effective date of grant of the Stock Purchase Right (without regard to the date on which the Stock Purchase Right was exercised) and the repurchase option must be exercised, if at all, for cash or cancellation of purchase money indebtedness for the shares within ninety (90) days following the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

7.6 Nontransferability of Stock Purchase Rights. Rights to acquire shares of Stock pursuant to a Stock Purchase Right may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant.

8. STANDARD FORMS OF AWARD AGREEMENTS.

8.1 Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms, including electronic media, as the Board may approve from time to time.

8.2 Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

9. CHANGE IN CONTROL.

9.1 Effect of Change in Control on Awards.

(a) Accelerated Vesting. The Board may, in its sole discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any or all outstanding Awards and shares acquired upon the exercise thereof upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, and to such extent as the Board shall determine.

(b) Assumption or Substitution of Awards. In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award for the Acquiror’s stock. For purposes of this

Section, if so determined by the Board in its discretion, an Award shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise provided in such Award Agreement.

(c) Cash-Out of Awards. The Board may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Award (the “Spread”). If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In the event such determination is made by the Board, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portion of their canceled Awards in accordance with the vesting schedule applicable to such Awards as in effect prior to the Change in Control.

9.2 Federal Excise Tax Under Section 4999 of the Code.

due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization.

(b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 9.2(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 9.2(a), the Company shall request a determination in writing by independent public accountants selected by the Company (the “Accountants”). As soon as practicable thereafter, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 9.2(b).

10. TAX WITHHOLDING.

10.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes (including any social insurance tax), if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to an Award Agreement until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

10.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

11. COMPLIANCE WITH SECURITIES LAW.

The grant of Awards and the issuance of shares of Stock upon exercise of Awards shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. Awards may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system

upon which the Stock may then be listed. In addition, no Award may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Award be in effect with respect to the shares issuable upon exercise of the Award or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

12. AMENDMENT OR TERMINATION OF PLAN.

The Board may amend, suspend or terminate the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A of the Code.

13. MISCELLANEOUS PROVISIONS.

13.1 Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

13.2 Provision of Information. At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Participant and purchaser of shares of Stock upon the exercise of an Award. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information. Furthermore, the Company shall deliver to each Participant such disclosures as are required in accordance with Rule 701 under the Securities Act.

13.3 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

13.4 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan.

13.5 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

13.6 Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards shall be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing such benefits.

13.7 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.

13.8 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another

Participating Company to take any action which such entity deems to be necessary or appropriate.

13.9 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.

13.10 Stockholder Approval. The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “Authorized Shares”) shall be approved by a majority of the outstanding securities of the Company entitled to vote within twelve (12) months before or after the date of adoption thereof by the Board. Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be.

14. Continuation of Initial Plan as to Outstanding Awards.

Any other provision of the Plan to the contrary notwithstanding, the terms of the Initial Plan (other than the maximum aggregate number of shares of Stock issuable thereunder) shall remain in effect and apply to all Awards granted pursuant to the Initial Plan.

PLAN HISTORY

May 10, 2007	Board amends and restates the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve from 5,689,183 shares to 10,301,344 shares.

May 10, 2007	Stockholders of the Company approve amendment and restatement of the 2003 Stock Option and Restricted Stock Plan as the Plan.

December 18, 2007	Board amends the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve by 500,000 shares from 10,301,344 to 10,801,344 shares.

December 18, 2007	Stockholders of the Company approve the 500,000 share increase to the Amended and Restated 2003 Stock Option and Restricted Stock Plan.

February 14, 2008	Board amends the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve by 1,500,000 shares from 10,801,344 shares to 12,301,344 shares.

February 20, 2008	Stockholders of the Company approve the 1,500,000 share increase to the Amended and Restated 2003 Stock Option and Restricted Stock Plan.

October 30, 2008	Board amends the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve by 1,328,243 shares from 12,301,344 shares to 13,632,587 shares.

November 4, 2008	Stockholders of the Company approve the 1,328,243 share increase to the Amended and Restated 2003 Stock Option and Restricted Stock Plan.

September 30, 2009	Board amends the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve by 1,000,000 shares from 13,632,587 shares to 14,632,587 shares.

October 5, 2009	Stockholders of the Company approve the 1,000,000 share increase to the Amended and Restated 2003 Stock Option and Restricted Stock Plan.

April 28, 2010	Board amends the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve by 1,000,000 shares from 14,632,587 shares to 15,632,587 shares.

May 12, 2010	Stockholders of the Company approve the 1,000,000 share increase to the Amended and Restated 2003 Stock Option and Restricted Stock Plan.

May 2, 2011	Board amends the Company’s 2003 Stock Option and Restricted Stock Plan in its entirety as the Plan and increases the reserve by 2.9 million shares from 15,632,587 shares to 18,529,587 shares.

May 5, 2011	Stockholders of the Company approve the 2.9 million share increase to the Amended and Restated 2003 Stock Option and Restricted Stock Plan.

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.

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

INTELEPEER, INC.

(FORMERLY VOEX, INC.)

STOCK OPTION AGREEMENT

IntelePeer, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the IntelePeer, Inc. Amended and Restated 2003 Stock Option and Restricted Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this Option Agreement and the Plan, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, this Option Agreement or the Plan.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. TAX CONSEQUENCES.

2.1 Tax Status of Option. This Option is intended to have the tax status designated in the Grant Notice.

(a) Incentive Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)

(b) Nonstatutory Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

2.2 ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)

3. ADMINISTRATION.

All questions of interpretation concerning the Grant Notice, this Option Agreement and the Plan shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

4. EXERCISE OF THE OPTION.

4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option, subject to the Company’s repurchase rights set forth in Section 11. In no event shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9.

4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price.

4.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash or by check or cash equivalent, (ii) if permitted by the Company, by tender to the Company, or attestation to the ownership, of whole shares of Stock owned by the Participant having a Fair Market Value not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b),

(iv) if permitted by the Company, by means of a Net-Exercise, or (v) by any combination of the foregoing.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve, or terminate any such program or procedure, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

4.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.

4.5 Certificate Registration. Except in the event the Exercise Price is paid by means of a Cashless Exercise, the certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5. NONTRANSFERABILITY OF THE OPTION.

During the lifetime of the Participant, the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

6. TERMINATION OF THE OPTION.

The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

7. EFFECT OF TERMINATION OF SERVICE.

7.1 Option Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

(a) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the

Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.

(c) Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Participant’s Service is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.

(d) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the Option Expiration Date.

8. EFFECT OF CHANGE IN CONTROL.

In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under the Option or any portion thereof or substitute for the Option or any portion thereof a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such

consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In the event the Acquiror elects not to assume or continue the Company’s rights and obligations under the Option or substitute for the Option in connection with the Change in Control, and provided that the Participant’s Service has not terminated prior to such date, the Option shall be immediately exercisable and vested in full as of the date of the Change in Control. Any exercise and vesting of the Option that was permissible solely by reason of this Section 8 shall be conditioned upon the consummation of the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.

Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

11. RIGHT OF FIRST REFUSAL.

11.1 Grant of Right of First Refusal. Except as provided in Section 11.7 and Section 16 below, in the event the Participant, the Participant’s legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the “Transfer Shares”) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 11 (the “Right of First Refusal”).

11.2 Notice of Proposed Transfer. Prior to any proposed transfer of the Transfer Shares, the Participant shall deliver written notice (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Transfer Shares, the name and address of the proposed transferee (the “Proposed Transferee”) and, if the transfer is voluntary, the proposed transfer price, and containing such information necessary to show the bona fide nature of the proposed transfer. In the event of a bona fide gift or involuntary transfer, the proposed transfer price shall be deemed to be the Fair Market Value of the Transfer Shares, as determined by the Board in good faith. If the Participant proposes to transfer any Transfer Shares to more than one Proposed Transferee, the Participant shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall be signed by both the Participant and the Proposed Transferee and must constitute a binding commitment of the Participant and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal.

11.3 Bona Fide Transfer. If the Company determines that the information provided by the Participant in the Transfer Notice is insufficient to establish the bona fide nature of a proposed voluntary transfer, the Company shall give the Participant written notice of the Participant’s failure to comply with the procedure described in this Section 11, and the Participant shall have no right to transfer the Transfer Shares without first complying with the procedure described in this Section 11. The Participant shall not be permitted to transfer the Transfer Shares if the proposed transfer is not bona fide.

11.4 Exercise of Right of First Refusal. If the Company determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other Transfer Notice, whether or not such other Transfer Notice is

issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled.

11.5 Failure to Exercise Right of First Refusal. If the Company fails to exercise the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section 11.4 above, the Participant may conclude a transfer to the Proposed Transferee of the Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall have the right to demand further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section 11.

11.6 Transferees of Transfer Shares. All transferees of the Transfer Shares or any interest therein, other than the Company, shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall receive and hold such Transfer Shares or interest therein subject to all of the terms and conditions of this Option Agreement, including this Section 11 providing for the Right of First Refusal with respect to any subsequent transfer. Any sale or transfer of any shares acquired upon exercise of the Option shall be void unless the provisions of this Section 11 are met.

11.7 Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 11.9 below result in a termination of the Right of First Refusal.

11.8 Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

11.9 Early Termination of Right of First Refusal. The other provisions of this Option Agreement notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a) the occurrence of a Change in Control, unless the Acquiror assumes the Company’s rights and obligations under the Option or substitutes a substantially equivalent option for the Acquiror’s stock for the Option, or (b) the existence of a public market for the class of shares subject to the Right of First Refusal. A “public market” shall be deemed to exist if (i) such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii) such stock is traded on the over-the-counter market and prices therefor are published daily on business days in a recognized financial journal.

12. STOCK DISTRIBUTIONS SUBJECT TO OPTION AGREEMENT.

If, from time to time, there is any stock dividend, stock split or other change, as described in Section 9, in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Option Agreement, then in such event any and all new, substituted or additional securities to which the Participant is entitled by reason of the Participant’s ownership of the shares acquired upon exercise of the Option shall be immediately subject to the Right of First Refusal with the same force and effect as the shares subject to the Right of First Refusal immediately before such event.

13. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION.

The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

14. LEGENDS.

The Company may at any time place legends referencing the Right of First Refusal and any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order to carry out

the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:

14.1 “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

14.2 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”

14.3 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.”

15. LOCK-UP AGREEMENT.

The Participant hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock, made by the Company pursuant to an effective registration statement filed under the Securities Act, the Participant shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed in connection with such public offering. The foregoing limitation shall not apply to shares registered in the public offering under the Securities Act. The

Participant hereby agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within a reasonable timeframe if so requested by the Company.

16. RESTRICTIONS ON TRANSFER OF SHARES.

No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

17. MISCELLANEOUS PROVISIONS.

17.1 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Option Agreement.

17.2 Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

17.3 Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing.

17.4 Delivery of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery electronic delivery at the e-mail address, if any, provided for the Participant by the Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Option Agreement, and any reports of the Company provided generally to the Company’s shareholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as the

Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 17.4(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and Exercise Notice, as described in Section 17.4(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 17.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 17.4(a).

17.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with any employment, service or other agreement with the Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.

17.6 Applicable Law. This Option Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

17.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ä Incentive Stock Option	Participant:

ä Nonstatutory Stock Option	Date:

STOCK OPTION EXERCISE NOTICE

IntelePeer, Inc.

Attention: Chief Financial Officer

950 Tower Lane, Suite 450

Foster City, CA 94404

Ladies and Gentlemen:

1. Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of IntelePeer, Inc. (the “Company”) pursuant to the Company’s Amended and Restated 2003 Stock Option and Restricted Stock Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

	Date of Grant:

	Number of Option Shares:

	Exercise Price per Share:	$

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares, in accordance with the Grant Notice and the Option Agreement:

	Total Shares Purchased:

	Total Exercise Price (Total Shares X Price per Share)	$

3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

	ä Cash:	$

	ä Check:	$

	ä Tender of Company Stock:	Contact Plan Administrator

4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as follows:

(Contact Plan Administrator for amount of tax due.)

ä Cash:		$

ä Check:	$

5. Participant Information.

My address is:

My Social Security Number is:

6. Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

7. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement, including the Right of First Refusal set forth therein, and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.

8. Transfer. I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that consequently the Shares must be held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the Company.

I am aware that Rule 144 under the Securities Act, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the Shares and, in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon request.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand.

	Very truly yours,



	(Signature)

Receipt of the above is hereby acknowledged.

IntelePeer, Inc.

By:

Title:

Dated:

EX-10.3 25 a2203792zex-10_3.htm EX-10.3

Exhibit 10.3

INTELEPEER, INC.

2011 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

			Page

1.	Establishment, Purpose and Term of Plan		1

	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1

2.	Definitions and Construction		1

	2.1	Definitions	1
	2.2	Construction	8

3.	Administration		8

	3.1	Administration by the Committee	8
	3.2	Authority of Officers	9
	3.3	Administration with Respect to Insiders	9
	3.4	Committee Complying with Section 162(m)	9
	3.5	Powers of the Committee	9
	3.6	Option or SAR Repricing	10
	3.7	Indemnification	10

4.	Shares Subject to Plan		11

	4.1	Maximum Number of Shares Issuable	11
	4.2	Annual Increase in Maximum Number of Shares Issuable	11
	4.3	Adjustment for Unissued or Forfeited Predecessor Plan Shares	11
	4.4	Share Counting	11
	4.5	Adjustments for Changes in Capital Structure	12
	4.6	Assumption or Substitution of Awards	12

5.	Eligibility, Participation and Award Limitations		12

	5.1	Persons Eligible for Awards	12
	5.2	Participation in the Plan	13
	5.3	Incentive Stock Option Limitations	13

6.	Stock Options		13

	6.1	Exercise Price	14
	6.2	Exercisability and Term of Options	14
	6.3	Payment of Exercise Price	14
	6.4	Effect of Termination of Service	15
	6.5	Transferability of Options	16

7.	Stock Appreciation Rights		16

	7.1	Types of SARs Authorized	17

TABLE OF CONTENTS

(continued)

			Page

	7.2	Exercise Price	17
	7.3	Exercisability and Term of SARs	17
	7.4	Exercise of SARs	17
	7.5	Deemed Exercise of SARs	18
	7.6	Effect of Termination of Service	18
	7.7	Transferability of SARs	18

8.	Restricted Stock Awards		18

	8.1	Types of Restricted Stock Awards Authorized	18
	8.2	Purchase Price	19
	8.3	Purchase Period	19
	8.4	Payment of Purchase Price	19
	8.5	Vesting and Restrictions on Transfer	19
	8.6	Voting Rights; Dividends and Distributions	19
	8.7	Effect of Termination of Service	20
	8.8	Nontransferability of Restricted Stock Award Rights	20

9.	Restricted Stock Unit Awards		20

	9.1	Grant of Restricted Stock Unit Awards	20
	9.2	Purchase Price	21
	9.3	Vesting	21
	9.4	Voting Rights, Dividend Equivalent Rights and Distributions	21
	9.5	Effect of Termination of Service	22
	9.6	Settlement of Restricted Stock Unit Awards	22
	9.7	Nontransferability of Restricted Stock Unit Awards	22

10.	Performance Awards		22

	10.1	Types of Performance Awards Authorized	22
	10.2	Initial Value of Performance Shares and Performance Units	23
	10.3	Establishment of Performance Period, Performance Goals and Performance Award Formula	23
	10.4	Measurement of Performance Goals	23
	10.5	Settlement of Performance Awards	25
	10.6	Voting Rights; Dividend Equivalent Rights and Distributions	26
	10.7	Effect of Termination of Service	27
	10.8	Nontransferability of Performance Awards	27

11.	Cash-Based Awards and Other Stock-Based Awards		28

	11.1	Grant of Cash-Based Awards	28
	11.2	Grant of Other Stock-Based Awards	28
	11.3	Value of Cash-Based and Other Stock-Based Awards	28

TABLE OF CONTENTS

(continued)

			Page

	11.4	Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards	28
	11.5	Voting Rights; Dividend Equivalent Rights and Distributions	29
	11.6	Effect of Termination of Service	29
	11.7	Nontransferability of Cash-Based Awards and Other Stock-Based Awards	29

12.	Standard Forms of Award Agreement		30

	12.1	Award Agreements	30
	12.2	Authority to Vary Terms	30

13.	Change in Control		30

	13.1	Effect of Change in Control on Awards	30
	13.2	Effect of Change in Control on Nonemployee Director Awards	31
	13.3	Federal Excise Tax Under Section 4999 of the Code	31

14.	Compliance with Securities Law		32

15.	Compliance with Section 409A		32

	15.1	Awards Subject to Section 409A	32
	15.2	Deferral and/or Distribution Elections	33
	15.3	Subsequent Elections	33
	15.4	Payment of Section 409A Deferred Compensation	34

16.	Tax Withholding		36

	16.1	Tax Withholding in General	36
	16.2	Withholding in or Directed Sale of Shares	36

17.	Amendment, Suspension or Termination of Plan		36

18.	Miscellaneous Provisions		37

	18.1	Repurchase Rights	37
	18.2	Forfeiture Events	37
	18.3	Provision of Information	37
	18.4	Rights as Employee, Consultant or Director	37
	18.5	Rights as a Stockholder	37
	18.6	Delivery of Title to Shares	38
	18.7	Fractional Shares	38
	18.8	Retirement and Welfare Plans	38
	18.9	Beneficiary Designation	38
	18.10	Severability	38
	18.11	No Constraint on Corporate Action	39
	18.12	Unfunded Obligation	39

iii

TABLE OF CONTENTS

(continued)

		Page

18.13	Choice of Law	39

Intelepeer, Inc.

2011 Equity Incentive Plan

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 Establishment. The Intelepeer, Inc. 2011 Equity Incentive Plan (the “Plan”) is hereby established effective as of the effective date of the initial registration by the Company of its stock under Section 12 of the Securities Exchange Act of 134, as amended (the “Effective Date”).

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock Bonuses, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.

1.3 Term of Plan. The Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted, if at all, on or before ten (10) years from the earlier of the Plan’s adoption by the Board and its approval by the stockholders of the Company.

2. DEFINITIONS AND CONSTRUCTION.

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “Affiliate” means (i) a parent entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the Company directly or indirectly through one or more intermediary entities. For this purpose, the terms “parent,” “subsidiary,” “control” and “controlled by” shall have the meanings assigned such terms for the purposes of registration of securities on Form S-8 under the Securities Act.

(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance Share, Performance Unit, Cash-Based Award or Other Stock-Based Award granted under the Plan.

(c) “Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions applicable to an Award.

(d) “Board” means the Board of Directors of the Company.

(e) “Cash-Based Award” means an Award denominated in cash and granted pursuant to Section 11.

(f) “Cashless Exercise” means a Cashless Exercise as defined in Section 6.3(b)(i).

(g) “Cause” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.

(h) “Change in Control” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one or a combination of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total Fair Market Value or total combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or

(ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or

indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(cc)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

(iii) approval by the stockholders of a plan of complete liquidation or dissolution of the Company;

provided, however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2.1(g) in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple acquisitions of the voting securities of the Company and/or multiple Ownership Change Events are related and to be treated in the aggregate as a single Change in Control, and its determination shall be final, binding and conclusive.

(i) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations or administrative guidelines promulgated thereunder.

(j) “Committee” means the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(k) “Company” means Intelepeer, Inc., a Delaware corporation, or any successor corporation thereto.

(l) “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on Form S-8 under the Securities Act.

(m) “Covered Employee” means, at any time the Plan is subject to Section 162(m), any Employee who is or may reasonably be expected to become a “covered employee” as defined in Section 162(m), or any successor statute, and who is designated, either as an individual Employee or a member of a class of Employees, by the Committee no later than the earlier of (i) the date that is ninety (90) days after the beginning of the Performance Period,

or (ii) the date on which twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.

(n) “Director” means a member of the Board.

(o) “Disability” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.

(p) “Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.

(q) “Employee” means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(s) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded or quoted prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of the opening,

closing, or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price of a share of Stock received by a Participant, any other reasonable basis using actual transactions in the Stock as reported on a national or regional securities exchange or quotation system, or on any other basis consistent with the requirements of Section 409A. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan to the extent consistent with the requirements of Section 409A.

(iii) If, on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A.

(t) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(u) “Incumbent Director” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

(v) “Insider” means an Officer, Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(w) “Net Exercise” means a Net Exercise as defined in Section 6.3(b)(iii).

(x) “Nonemployee Director” means a Director who is not an Employee.

(y) “Nonemployee Director Award” means any Award granted to a Nonemployee Director.

(z) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an incentive stock option within the meaning of Section 422(b) of the Code.

(aa) “Officer” means any person designated by the Board as an officer of the Company.

(bb) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(cc) “Other Stock-Based Award” means an Award denominated in shares of Stock and granted pursuant to Section 11.

(dd) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

(ee) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(ff) “Participant” means any eligible person who has been granted one or more Awards.

(gg) “Participating Company” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.

(hh) “Participating Company Group” means, at any point in time, the Company and all other entities collectively which are then Participating Companies.

(ii) “Performance Award” means an Award of Performance Shares or Performance Units.

(jj) “Performance Award Formula” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 which provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

(kk) “Performance-Based Compensation” means compensation under an Award that satisfies the requirements of Section 162(m) for certain performance-based compensation paid to Covered Employees.

(ll) “Performance Goal” means a performance goal established by the Committee pursuant to Section 10.3.

(mm) “Performance Period” means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be measured.

(nn) “Performance Share” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as determined by the Committee, based upon attainment of applicable Performance Goal(s).

(oo) “Performance Unit” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon attainment of applicable Performance Goal(s).

(pp) “Predecessor Plan” means the Company’s Amended and Restated 2003 Stock Option and Restricted Stock Plan, as amended.

(qq) “Restricted Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.

(rr) “Restricted Stock Bonus” means Stock granted to a Participant pursuant to Section 8.

(ss) “Restricted Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to Section 8.

(tt) “Restricted Stock Unit” means a right granted to a Participant pursuant to Section 9 to receive on a future date or event a share of Stock or cash in lieu thereof, as determined by the Committee.

(uu) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(vv) “SAR” or “Stock Appreciation Right” means a right granted to a Participant pursuant to Section 7 to receive payment, for each share of Stock subject to such Award, of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the Award over the exercise price thereof.

(ww) “Section 162(m)” means Section 162(m) of the Code.

(xx) “Section 409A” means Section 409A of the Code.

(yy) “Section 409A Deferred Compensation” means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

(zz) “Securities Act” means the Securities Act of 1933, as amended.

(aaa) “Service” means a Participant’s employment or service with the Participating Company Group, whether as an Employee, a Director or a Consultant. Unless otherwise provided by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have been interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Committee, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting

under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(bbb) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.4.

(ccc) “Stock Tender Exercise” means a Stock Tender Exercise as defined in Section 6.3(b)(ii).

(ddd) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(eee) “Ten Percent Owner” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.

(fff) “Trading Compliance Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities.

(ggg) “Vesting Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase price, if any, for such shares upon the Participant’s termination of Service.

3. ADMINISTRATION.

3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any Award Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons

having an interest therein. All expenses incurred in the administration of the Plan shall be paid by the Company.

3.3 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.4 Committee Complying with Section 162(m). If the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award intended to result in the payment of Performance-Based Compensation.

3.5 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to be subject to each Award;

(b) to determine the type of Award granted;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance Measures, Performance Period, Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

(e) to determine whether an Award will be settled in shares of Stock, cash, other property or in any combination thereof;

(f) to approve one or more forms of Award Agreement;

(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and

(j) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.6 Option or SAR Repricing. Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Committee shall not approve a program providing for either (a) the cancellation of outstanding Options or SARs having exercise prices per share greater than the then Fair Market Value of a share of Stock (“Underwater Awards”) and the grant in substitution therefore of new Options or SARs having a lower exercise price or payments in cash, or (b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof. This Section shall not apply to adjustments pursuant to the assumption of or substitution for an Option or SAR in a manner that would comply with Section 424(a) or Section 409A of the Code or to an adjustment pursuant to Section 4.4.

3.7 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty

(60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4. SHARES SUBJECT TO PLAN.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Sections 4.1, 4.3, 4.4 and 4.5, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be equal to the number of shares of Stock available for issuance under the Predecessor Plan (and not subject to any then outstanding options or other rights to acquire Stock) as of immediately prior to the termination of the Predecessor Plan, and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.

4.2 Annual Increase in Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.5, the maximum aggregate number of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased on January 1, 2012 and on each subsequent January 1 through and including January 1, 2021, by a number of shares (the “Annual Increase”) equal to the smaller of (a) four percent (4.0%) of the number of shares of Stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board.

4.3 Adjustment for Unissued or Forfeited Predecessor Plan Shares. In addition, the maximum aggregate number of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased from time to time by:

(a) the aggregate number of shares of Stock that remain available for the future grant of awards under the Predecessor Plan immediately prior to its termination as of the Effective Date;

(b) the number of shares of Stock subject to that portion of any option or other award, outstanding pursuant to the Predecessor Plan as of the Effective Date which, on or after the Effective Date, expires or is terminated or canceled for any reason without having been exercised or settled in full; and

(c) the number of shares of Stock acquired pursuant to the Predecessor Plan subject to forfeiture or repurchase by the Company at the Participant’s purchase price which, on or after the Effective Date, is so forfeited or repurchased.

4.4 Share Counting. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not greater than the Participant’s purchase price, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Shares withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section 16.2 shall not again be available for issuance under the Plan. Upon payment in shares of Stock pursuant to the exercise of a SAR, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which

such SAR was exercised. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, or by means of a Net Exercise, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the Option is exercised.

4.5 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, the number of Shares resulting from any prior Annual Increase, in the Award limits set forth in Section 5.2 and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The Committee in its discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section shall be final, binding and conclusive.

4.6 Assumption or Substitution of Awards. The Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the Code.

5. ELIGIBILITY, PARTICIPATION AND AWARD LIMITATIONS.

5.1 Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.

5.2 Participation in the Plan. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

5.3 Incentive Stock Option Limitations.

(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as provided in Sections 4.4, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Sections 4.1, 4.3, 4.4, and 4.4. The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Sections 4.1, 4.3, 4.4, and 4.4.

(b) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.

(c) Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified.

6. STOCK OPTIONS.

Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner that would qualify under the provisions of Section 409A or 424(a) of the Code.

6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option and (c) no Option granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant of such Option (except in the event of such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, each Option shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

6.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Committee and subject to the limitations contained in Section 6.3(a), by means of (1) a Cashless Exercise, (2) a Stock Tender Exercise or (3) a Net Exercise; (iii) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (iv) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The

Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

(ii) Stock Tender Exercise. A “Stock Tender Exercise” means the delivery of a property executed exercise notice accompanies by a Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of Stock owned by the Participant having a Fair Market Value that does not exceed the aggregate exercise price for the shares with respect to which the Option is exercised. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(iii) Net Exercise. A “Net Exercise” means the delivery of a properly executed exercise notice followed by a procedure pursuant to which (1) the Company will reduce the number of shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate exercise price for the shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.

6.4 Effect of Termination of Service.

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless otherwise provided by the Committee, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate.

(i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).

(ii) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by

reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.

(iii) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act.

(iv) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of Service for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 14 below, the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the Option Expiration Date.

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 under the Securities Act or, in the case of an Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner that does not disqualify such Option as an Incentive Stock Option.

7. STOCK APPRECIATION RIGHTS.

Stock Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

7.1 Types of SARs Authorized. SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”) or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently with the grant of the related Option.

7.2 Exercise Price. The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR. Notwithstanding the foregoing, a SAR may be granted with an exercise price lower than the minimum exercise price set forth above if such SAR is granted pursuant to an assumption or substitution for another stock appreciation right in a manner that would qualify under the provisions of Section 409A of the Code.

7.3 Exercisability and Term of SARs.

(a) Tandem SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.

(b) Freestanding SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that (i) no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR and (ii) no Freestanding SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant of such SAR (except in the event of such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of a Freestanding SAR, each Freestanding SAR shall terminate ten (10) years after the effective date of grant of the SAR, unless earlier terminated in accordance with its provisions.

7.4 Exercise of SARs. Upon the exercise (or deemed exercise pursuant to Section 7.4) of a SAR, the Participant (or the Participant’s legal representative or other person

who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made (a) in the case of a Tandem SAR, solely in shares of Stock in a lump sum upon the date of exercise of the SAR and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any combination thereof as determined by the Committee, in a lump sum upon the date of exercise of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, a SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant or as otherwise provided in Section 7.4.

7.5 Deemed Exercise of SARs. If, on the date on which a SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

7.6 Effect of Termination of Service. Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee, a SAR shall be exercisable after a Participant’s termination of Service only to the extent and during the applicable time period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate.

7.7 Transferability of SARs. During the lifetime of the Participant, a SAR shall be exercisable only by the Participant or the Participant’s guardian or legal representative. A SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Award, a Tandem SAR related to a Nonstatutory Stock Option or a Freestanding SAR shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 under the Securities Act.

8. RESTRICTED STOCK AWARDS.

Restricted Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

8.1 Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Committee shall

determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of or satisfaction of Vesting Conditions applicable to a Restricted Stock Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).

8.2 Purchase Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted Stock Award.

8.3 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right.

8.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (c) by any combination thereof.

8.5 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 8.7. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares would not violate the Trading Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

8.6 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 8.4 and any Award Agreement, during any period in which shares acquired

pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares; provided, however, that unless otherwise determined by the Committee and provided by the Award Agreement, such dividends and distributions shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid, and otherwise shall be paid no later than the end of the calendar year in which such dividends or distributions are paid to stockholders (or, if later, the 15th day of the third month following the date such dividends or distributions are paid to stockholders). In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.4, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.

8.7 Effect of Termination of Service. Unless otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

8.8 Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

9. RESTRICTED STOCK UNIT AWARDS.

Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

9.1 Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation,

upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).

9.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Restricted Stock Unit Award.

9.3 Vesting. Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to the Award would otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then the satisfaction of the Vesting Conditions automatically shall be determined on the first to occur of (a) the next trading day on which the sale of such shares would not violate the Trading Compliance Policy or (b) the later of (i) last day of the calendar year in which the original vesting date occurred or (ii) the last day of the Company’s taxable year in which the original vesting date occurred.

9.4 Voting Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount or with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock as determined by the Committee. The number of additional Restricted Stock Units (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such cash amounts and/or additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in

Section 4.4, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.

9.5 Effect of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.

9.6 Settlement of Restricted Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 9.3) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes, if any. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section, and such deferred issuance date(s) and amount(s) elected by the Participant shall be set forth in the Award Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.

9.7 Nontransferability of Restricted Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

10. PERFORMANCE AWARDS.

Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

10.1 Types of Performance Awards Authorized. Performance Awards may be granted in the form of either Performance Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or

Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.

10.2 Initial Value of Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial monetary value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 4.4, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

10.3 Establishment of Performance Period, Performance Goals and Performance Award Formula. In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to each Performance Award intended to result in the payment of Performance-Based Compensation, the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the Performance Goals and Performance Award Formula applicable to a Covered Employee shall not be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance Award Formula.

10.4 Measurement of Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following:

(a) Performance Measures. Performance Measures shall be calculated in accordance with the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall be calculated in accordance with generally accepted accounting principles, a method used generally in the Company’s industry, or in accordance with a methodology established by the Committee prior to the grant of the Performance Award. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee. Unless otherwise determined by the Committee prior to the grant of the Performance Award, the Performance Measures applicable to the Performance Award shall be calculated prior to the accrual of expense for any Performance Award for the same Performance Period and excluding the effect

(whether positive or negative) on the Performance Measures of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee:

(i) revenue;

(ii) sales;

(iii) expenses;

(iv) operating income;

(v) gross margin;

(vi) operating margin;

(vii) earnings before any one or more of: stock-based compensation expense, interest, taxes, depreciation and amortization;

(viii) pre-tax profit;

(ix) net operating income;

(x) net income;

(xi) economic value added;

(xii) free cash flow;

(xiii) operating cash flow;

(xiv) balance of cash, cash equivalents and marketable securities;

(xv) stock price;

(xvi) earnings per share;

(xvii) return on stockholder equity;

(xviii) return on capital;

(xix) return on assets;

(xx) return on investment;

(xxi) total stockholder return;

(xxii) employee satisfaction;

(xxiii) employee retention;

(xxiv) market share;

(xxv) customer satisfaction;

(xxvi) product development;

(xxvii) research and development expenses;

(xxviii) completion of an identified special project; and

(xxix) completion of a joint venture or other corporate transaction.

(b) Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative to an index, budget or other standard selected by the Committee.

10.5 Settlement of Performance Awards.

(a) Determination of Final Value. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.

(b) Discretionary Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award granted to any Participant who is not a Covered Employee to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine. If permitted under a Covered Employee’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula. No such reduction may result in an increase in the amount payable upon settlement of another Participant’s Performance Award that is intended to result in Performance-Based Compensation.

(c) Effect of Leaves of Absence. Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value, if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in unpaid leaves of absence during a Performance Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on an unpaid leave of absence.

(d) Notice to Participants. As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of the Committee.

(e) Payment in Settlement of Performance Awards. As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and (b), but in any event within the Short-Term Deferral Period described in Section 15.1 (except as otherwise provided below or consistent with the requirements of Section 409A), payment shall be made to each eligible Participant (or such Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. If permitted by the Committee, the Participant may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion of the payment to be made to the Participant pursuant to this Section, and such deferred payment date(s) elected by the Participant shall be set forth in the Award Agreement. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period of Dividend Equivalent Rights or interest.

(f) Provisions Applicable to Payment in Shares. If payment is to be made in shares of Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock determined by the method specified in the Award Agreement. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting Conditions as provided in Section 8.4. Any shares subject to Vesting Conditions shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.4 through 8.7 above.

10.6 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in cash or in the form of additional whole Performance Shares as of the date of payment of such cash

dividends on Stock, as determined by the Committee. The number of additional Performance Shares (rounded to the nearest whole number), if any, to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Dividend Equivalent Rights may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalent Rights may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 10.5. Dividend Equivalent Rights shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.4, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.

10.7 Effect of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Performance Award, the effect of a Participant’s termination of Service on the Performance Award shall be as follows:

(a) Death or Disability. If the Participant’s Service terminates because of the death or Disability of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall be made following the end of the Performance Period in any manner permitted by Section 10.5.

(b) Other Termination of Service. If the Participant’s Service terminates for any reason except death or Disability before the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety; provided, however, that in the event of an involuntary termination of the Participant’s Service, the Committee, in its discretion, may waive the automatic forfeiture of all or any portion of any such Award and determine the final value of the Performance Award in the manner provided by Section 10.7(a). Payment of any amount pursuant to this Section shall be made following the end of the Performance Period in any manner permitted by Section 10.5.

10.8 Nontransferability of Performance Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Performance Award

granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.

11. CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS.

Cash-Based Awards and Other Stock-Based Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. Award Agreements evidencing Cash-Based Awards and Other Stock-Based Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

11.1 Grant of Cash-Based Awards. Subject to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms and conditions, including the achievement of performance criteria, as the Committee may determine.

11.2 Grant of Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation units, securities or debentures convertible into common stock or other forms determined by the Committee) in such amounts and subject to such terms and conditions as the Committee shall determine. Other Stock-Based Awards may be made available as a form of payment in the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may involve the transfer of actual shares of Stock to Participants, or payment in cash or otherwise of amounts based on the value of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

11.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of shares of Stock or units based on such shares of Stock, as determined by the Committee. The Committee may require the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. If the Committee exercises its discretion to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent to which the performance criteria are met. The establishment of performance criteria with respect to the grant or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures substantially equivalent to those applicable to Performance Awards set forth in Section 10.

11.4 Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other securities or any combination thereof as the Committee determines. The determination

and certification of the final value with respect to any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with the requirements applicable to Performance Awards set forth in Section 10. To the extent applicable, payment or settlement with respect to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.

11.5 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Other Stock-Based Awards until the date of the issuance of such shares of Stock (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set forth in Section 9.3. Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.4, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of such Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions and performance criteria, if any, as are applicable to the Award.

11.6 Effect of Termination of Service. Each Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set forth the extent to which the Participant shall have the right to retain such Award following termination of the Participant’s Service. Such provisions shall be determined in the discretion of the Committee, need not be uniform among all Cash-Based Awards or Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination, subject to the requirements of Section 409A, if applicable.

11.7 Nontransferability of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. The Committee may impose such additional restrictions on any shares of Stock issued in settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares of Stock are then listed and/or traded, or under any state securities laws or foreign law applicable to such shares of Stock.

12. STANDARD FORMS OF AWARD AGREEMENT.

12.1 Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms, including electronic media, as the Committee may approve from time to time.

12.2 Authority to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

13. CHANGE IN CONTROL.

13.1 Effect of Change in Control on Awards. Subject to the requirements and limitations of Section 409A, if applicable, the Committee may provide for any one or more of the following:

(a) Accelerated Vesting. In its discretion, the Committee may provide in the grant of any Award or at any other time may take such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, and to such extent as the Committee shall determine.

(b) Assumption, Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Committee in its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each share of Stock subject to the Award, to consist solely of common stock of

the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

(c) Cash-Out of Outstanding Stock-Based Awards. The Committee may, in its discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if any, under such Award. In the event such determination is made by the Committee, an Award having an exercise or purchase price per share equal to or greater than the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control may be canceled without payment of consideration to the holder thereof. Payment pursuant to this Section (reduced by applicable withholding taxes, if any) shall be made to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.

13.2 Effect of Change in Control on Nonemployee Director Awards. Subject to the requirements and limitations of Section 409A, if applicable, including as provided by Section 15.4(f), in the event of a Change in Control, each outstanding Nonemployee Director Award shall become immediately exercisable and vested in full and, except to the extent assumed, continued or substituted for pursuant to Section 13.1(b), shall be settled effective immediately prior to the time of consummation of the Change in Control.

13.3 Federal Excise Tax Under Section 4999 of the Code.

(a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization.

(b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 13.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as described in Section 13.3(a), the Company shall request a determination in writing by independent public accountants selected by the Company (the

“Accountants”). As soon as practicable thereafter, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants charge in connection with their services contemplated by this Section.

14. COMPLIANCE WITH SECURITIES LAW.

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

15. COMPLIANCE WITH SECTION 409A.

15.1 Awards Subject to Section 409A. The Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply with Section 409A, and the Plan shall be so construed. The provisions of this Section 15 shall apply to any Award or portion thereof that constitutes or provides for payment of Section 409A Deferred Compensation. Such Awards may include, without limitation:

(a) A Nonstatutory Stock Option or SAR that includes any feature for the deferral of compensation other than the deferral of recognition of income until the later of (i) the exercise or disposition of the Award or (ii) the time the stock acquired pursuant to the exercise of the Award first becomes substantially vested.

(b) Any Restricted Stock Unit Award, Performance Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its terms for settlement of all or any portion of the Award at a time or upon an event that will or may occur later than the end of the Short-Term Deferral Period (as defined below) or (ii) permits the Participant granted

the Award to elect one or more dates or events upon which the Award will be settled after the end of the Short-Term Deferral Period.

Subject to the provisions of Section 409A, the term “Short-Term Deferral Period” means the 2½ month period ending on the later of (i) the 15th day of the third month following the end of the Participant’s taxable year in which the right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15th day of the third month following the end of the Company’s taxable year in which the right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning provided by Section 409A.

15.2 Deferral and/or Distribution Elections. Except as otherwise permitted or required by Section 409A, the following rules shall apply to any compensation deferral and/or payment elections (each, an “Election”) that may be permitted or required by the Committee pursuant to an Award providing Section 409A Deferred Compensation:

(a) Elections must be in writing and specify the amount of the payment in settlement of an Award being deferred, as well as the time and form of payment as permitted by this Plan.

(b) Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be granted to such Participant.

(c) Elections shall continue in effect until a written revocation or change in Election is received by the Company, except that a written revocation or change in Election must be received by the Company prior to the last day for making the Election determined in accordance with paragraph (b) above or as permitted by Section 15.3.

15.3 Subsequent Elections. Except as otherwise permitted or required by Section 409A, any Award providing Section 409A Deferred Compensation which permits a subsequent Election to delay the payment or change the form of payment in settlement of such Award shall comply with the following requirements:

(a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made.

(b) Each subsequent Election related to a payment in settlement of an Award not described in Section 15.4(a)(ii), 15.4(a)(iii) or 15.4(a)(vi) must result in a delay of the payment for a period of not less than five (5) years from the date on which such payment would otherwise have been made.

(c) No subsequent Election related to a payment pursuant to Section 15.4(a)(iv) shall be made less than twelve (12) months before the date on which such payment would otherwise have been made.

(d) Subsequent Elections shall continue in effect until a written revocation or change in the subsequent Election is received by the Company, except that a written revocation or change in a subsequent Election must be received by the Company prior to the last day for making the subsequent Election determined in accordance the preceding paragraphs of this Section 15.3.

15.4 Payment of Section 409A Deferred Compensation.

(a) Permissible Payments. Except as otherwise permitted or required by Section 409A, an Award providing Section 409A Deferred Compensation must provide for payment in settlement of the Award only upon one or more of the following:

(i) The Participant’s “separation from service” (as such term is defined by Section 409A);

(ii) The Participant’s becoming “disabled” (as such term is defined by Section 409A);

(iii) The Participant’s death;

(iv) A time or fixed schedule that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 15.2 or 15.3, as applicable;

(v) A change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company determined in accordance with Section 409A; or

(vi) The occurrence of an “unforeseeable emergency” (as such term is defined by Section 409A).

(b) Installment Payments. It is the intent of this Plan that any right of a Participant to receive installment payments (within the meaning of Section 409A) shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.

(c) Required Delay in Payment to Specified Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, except as otherwise permitted by Section 409A, no payment pursuant to Section 15.4(a)(i) in settlement of an Award providing for Section 409A Deferred Compensation may be made to a Participant who is a “specified employee” (as such term is defined by Section 409A) as of the date of the Participant’s separation from service before the date (the “Delayed Payment Date”) that is six (6) months after the date of such Participant’s separation from service, or, if earlier, the date of the Participant’s death. All such amounts that would, but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.

(d) Payment Upon Disability. All distributions of Section 409A Deferred Compensation payable by reason of a Participant becoming disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s Election. If the Participant has made no Election with respect to distributions of Section 409A Deferred Compensation upon becoming disabled, all such distributions shall be paid in a lump sum upon the determination that the Participant has become disabled.

(e) Payment Upon Death. If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distributions of Section 409A Deferred Compensation upon death, all such distributions shall be paid in a lump sum upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death.

(f) Payment Upon Change in Control. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. Any Award which constitutes Section 409A Deferred Compensation and which would vest and otherwise become payable upon a Change in Control as a result of the failure of the Acquiror to assume, continue or substitute for such Award in accordance with Section 13.1(b) shall vest to the extent provided by such Award but shall be converted automatically at the effective time of such Change in Control into a right to receive, in cash on the date or dates such award would have been settled in accordance with its then existing settlement schedule (or as required by Section 15.4(c)), an amount or amounts equal in the aggregate to the intrinsic value of the Award at the time of the Change in Control.

(g) Payment Upon Unforeseeable Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award providing for Section 409A Deferred Compensation for payment in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee, the occurrence of an unforeseeable emergency. In such event, the amount(s) distributed with respect to such unforeseeable emergency cannot exceed the amounts reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such emergency need is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Award. All distributions with respect to an unforeseeable emergency shall be made in a lump sum upon the Committee’s determination that an unforeseeable emergency has occurred. The Committee’s decision with respect to whether an unforeseeable emergency has occurred and the manner in which, if at all, the payment in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.

(h) Prohibition of Acceleration of Payments. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, this Plan does not permit the acceleration of the time or schedule of any payment under an Award providing Section 409A Deferred Compensation, except as permitted by Section 409A.

(i) No Representation Regarding Section 409A Compliance. Notwithstanding any other provision of the Plan, the Company makes no representation that Awards shall be exempt from or comply with Section 409A. No Participating Company shall be liable for any tax, penalty or interest imposed on a Participant by Section 409A.

16. TAX WITHHOLDING.

16.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including social insurance), if any, required by law to be withheld by any Participating Company with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

16.2 Withholding in or Directed Sale of Shares. The Committee shall have the right, but not the obligation to cause the Company, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Committee equal to all or any part of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to the Company in cash.

17. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN.

The Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.4), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Stock may then be listed or quoted. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may have a materially adverse effect on

any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan to the contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A.

18. MISCELLANEOUS PROVISIONS.

18.1 Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

18.2 Forfeiture Events.

(a) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of Service.

(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for (i) the amount of any payment in settlement of an Award received by such Participant during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) any profits realized by such Participant from the sale of securities of the Company during such twelve- (12-) month period.

18.3 Provision of Information. Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders.

18.4 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so

selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.

18.5 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.4 or another provision of the Plan.

18.6 Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form.

18.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

18.8 Retirement and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.

18.9 Beneficiary Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.

18.10 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be

modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.

18.11 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or appropriate.

18.12 Unfunded Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.

18.13 Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Intelepeer, Inc. 2011 Equity Incentive Plan as duly adopted by the Board on May 2, 2011.

	/s/ Andre Simone
	Andre Simone, Corporate Secretary

PLAN HISTORY AND NOTES TO COMPANY

May 2, 2011		Board adopts Plan with a reserve of [·] shares (subject to increases and other adjustments as provided by the Plan), subject to approval by the stockholders of the Company.

May 5, 2011		Plan approved by the stockholders of the Company.

[·]		Effective date of registration of Stock under Section 12 of the Exchange Act.

IMPORTANT NOTE: At first annual stockholders meeting following close of 3rd calendar year following the calendar year of IPO (unless plan is materially amended at an earlier date), obtain public company stockholder approval of amendment to plan to add Section 162(m) grant limits as described in sample Section 5.4 and to approve the material terms of the performance goals as required by Treas. Reg. 1.162-27(e)(4). See Treas. Reg. 1.162-27(f) (private to public company transition rule).		5.4 Section 162(m) Award Limits. Subject to adjustment as provided in Section 4.4, no Covered Employee shall be granted within any fiscal year of the Company one or more Awards intended to qualify for treatment as Performance-Based Compensation which in the aggregate are for more than [·] shares or, if applicable, which could result in such Covered Employee receiving more than $[·] for each full fiscal year of the Company contained in the Performance Period for such Award.

IMPORTANT NOTE: IRC 162(m) 5 year reapproval of performance goals		Because the Committee may change the targets under performance goals, Section 162(m) requires stockholder reapproval of the material terms of performance goals no later than the annual meeting in the 5th year following the year in which the public company stockholders initially approved such material terms. See Treas. Reg. 1.162-27(e)(4)(vi).

INTELEPEER, INC.

STOCK OPTION AGREEMENT

Intelepeer, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Intelepeer, Inc. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Option Agreement or the Plan.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. TAX CONSEQUENCES.

2.1 Tax Status of Option. This Option is intended to have the tax status designated in the Grant Notice.

(a) Incentive Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)

3. ADMINISTRATION.

All questions of interpretation concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Option shall be determined by the Committee. All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Option or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

4. EXERCISE OF THE OPTION.

4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date and prior to the termination of the Option (as

provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9.

4.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Company and subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise, (2) a Net-Exercise, or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.

(b) Limitations on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price through any of the means described below, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

(i) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than the aggregate Exercise Price for such shares (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System).

(ii) Net-Exercise. A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant to which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the exercise of the Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a Net-Exercise, the number of shares remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares issued to the Participant upon such exercise, and (2) the number of shares deducted by the Company for payment of the aggregate Exercise Price.

(iii) Stock Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise Notice accompanied by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect to which the Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining balance of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for a period of time required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

4.4 Tax Withholding.

(a) In General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.

(b) Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the shares of Stock otherwise issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by the Company as of the date of exercise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates.

4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the

Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5. TRANSFERABILITY OF THE OPTION.

5.1 Except as provided in Section 5.2, the Option may be exercised during the lifetime of the Participant only by the Participant or the Participant’s guardian or legal representative and shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

5.2 With the consent of the Committee and subject to any conditions or restrictions as the Committee may impose, in its discretion, the Participant may transfer during the Participant’s lifetime and prior to the Participant’s termination of Service all or any portion of the Option to one or more of such persons (each a “Permitted Transferee”) as permitted in

accordance with the applicable limitations, if any, described in the General Instructions to the Form S-8 Registration Statement under the Securities Act and, if the Grant Notice designates this Option as an Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner that does not disqualify this Option as an Incentive Stock Option. No transfer or purported transfer of the Option shall be effective unless and until: (i) the Participant has delivered to the Company a written request describing the terms and conditions of the proposed transfer in such form as the Company may require, (ii) the Participant has made adequate provision, in the sole determination of the Company, for satisfaction of the tax withholding obligations of the Participating Company Group as provided in Section 4.4 that may arise with respect to the transferred portion of the Option, (iii) the Committee has approved the requested transfer, and (iv) the Participant has delivered to the Company written documentation of the transfer in such form as the Company may require. With respect to the transferred portion of the Option, all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan shall apply to the Permitted Transferee and not to the original Participant, except for (i) the Participant’s rendering of Service, (ii) provision for the Participating Company Group’s tax withholding obligations, if any, and (iii) any subsequent transfer of the Option by the Permitted Transferee, which shall be prohibited except as provided in Section 5.1, unless otherwise permitted by the Committee, in its sole discretion. The Company shall have no obligation to notify a Permitted Transferee of any expiration, termination, lapse or acceleration of the transferred Option, including, without limitation, an early termination of the transferred Option resulting from the termination of Service of the original Participant. Exercise of the transferred Option by a Permitted Transferee shall be subject to compliance with all applicable federal, state and foreign securities laws; however, the Company shall have no obligation to register with any federal, state or foreign securities commission or agency such transferred Option or any shares that may be issuable upon the exercise of the transferred Option by the Permitted Transferee.

6. TERMINATION OF THE OPTION.

7. EFFECT OF TERMINATION OF SERVICE.

(a) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.

(c) Termination for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s Service is terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act.

(d) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant’s Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration Date.

8. EFFECT OF CHANGE IN CONTROL.

In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received

upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.

The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

11. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION.

The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Grant Notice

designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

12. LEGENDS.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order to carry out the provisions of this Section.

13. MISCELLANEOUS PROVISIONS.

13.1 Termination or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in writing.

13.2 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Option Agreement.

13.3 Binding Effect. This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

13.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides

for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.4(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and Exercise Notice, as described in Section 13.4(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.4(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.4(a).

13.5 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.

13.6 Applicable Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of this Option Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

13.7 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Ô Incentive Stock Option	Participant:
Ô Nonstatutory Stock Option
	Date:

STOCK OPTION EXERCISE NOTICE

Intelepeer, Inc.

Ladies and Gentlemen:

1. Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of Intelepeer, Inc. (the “Company”) pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

Date of Grant:

Number of Option Shares:

Exercise Price per Share:		$

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares in accordance with the Grant Notice and the Option Agreement:

Total Shares Purchased:

Total Exercise Price (Total Shares X Price per Share)		$

3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

Ô Cash:		$

Ô Check:		$

Ô Cashless Exercise:		Contact Plan Administrator

Ô Net Exercise:		Contact Plan Administrator

Ô Stock Tender Exercise:		Contact Plan Administrator

4. Tax Withholding. . If I am exercising a Nonstatutory Stock Option, I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with my exercise of the Option. (Contact Plan Administrator for amount of tax due.)

5. Participant Information.

My address is:


My Social Security Number is:

6. Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

7. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.

			Very truly yours,


			(Signature)


Receipt of the above is hereby acknowledged.

INTELEPEER, INC.

By:

Name:

Title:

Dated:

INTELEPEER, INC.

RESTRICTED STOCK UNITS AGREEMENT

Intelepeer, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Intelepeer, Inc. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

(a) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to the Dividend Equivalent Right described in Section 3.3.

(b) “Units” means the Restricted Stock Units originally granted pursuant to the Award and the Dividend Equivalent Units credited pursuant to the Award, as both shall be adjusted from time to time pursuant to Section 9.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. ADMINISTRATION.

persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

3. THE AWARD.

3.1 Grant of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.

3.3 Dividend Equivalent Units. This Agreement also constitutes the award of a Dividend Equivalent Right to the Participant. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the sum of the Total Number of Units and the number of Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

4. VESTING OF UNITS.

Units acquired pursuant to this Agreement shall become Vested Units as provided in the Grant Notice. Dividend Equivalent Units shall become Vested Units at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited. For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.

5. COMPANY REACQUISITION RIGHT.

5.1 Grant of Company Reacquisition Right. Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

5.2 Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

6. SETTLEMENT OF THE AWARD.

6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s Trading Compliance Policy.

6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would

constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. TAX WITHHOLDING.

7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company have been satisfied by the Participant.

7.2 Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units.

7.3 Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates.

8. EFFECT OF CHANGE IN CONTROL.

In the event of a Change in Control, except to the extent that the Committee determines to cash out the Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the

“Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Award shall terminate and cease to be outstanding effective as of the time of consummation or the Change in Control to the extent that Units subject to the Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor settled as of the consummation of the Change in Control.

9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares or other property to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of ownership of Units acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of such shares (as

evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 3.3 and Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.

11. LEGENDS.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

12. COMPLIANCE WITH SECTION 409A.

It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

12.1 Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

12.2 Other Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits which

constitute a “deferral of compensation” within the meaning of Section 409A Regulations in any manner which would not be in compliance with the Section 409A Regulations.

12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.

12.4 Advice of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.

13. MISCELLANEOUS PROVISIONS.

13.1 Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.

13.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth

herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

13.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a).

13.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the

provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.

13.7 Applicable Law. This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.

13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

INTELEPEER, INC.

RESTRICTED STOCK AGREEMENT

Intelepeer, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Intelepeer, Inc. 2011 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

2. ADMINISTRATION.

All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Committee. All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

3. THE AWARD.

3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant shall acquire and the Company shall issue, subject to the provisions of this Agreement, a number of Shares equal to the Total Number of Shares. As a condition to the issuance of the Shares, the Participant shall execute and deliver the Grant Notice to the Company, and, if required by the Company, an Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form provided by the Company.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of the Shares) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued pursuant to the Award.

3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6. Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4. VESTING OF SHARES.

Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include all Service with any

corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.

5. COMPANY REACQUISITION RIGHT.

5.1 Grant of Company Reacquisition Right. Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that (a) the Participant’s Service terminates for any reason or no reason, with or without cause, or (b) the Participant, the Participant’s legal representative, or other holder of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership Change Event), including, without limitation, any transfer to a nominee or agent of the Participant, any Shares which are not Vested Shares (“Unvested Shares”), the Participant shall forfeit and the Company shall automatically reacquire the Unvested Shares, and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

5.2 Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Shares,” “Stock” and “Unvested Shares” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Shares following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

5.3 Obligation to Repay Certain Cash Dividends and Distributions. The Participant shall, at the discretion of the Company, be obligated to promptly repay to the Company upon termination of the Participant’s Service any dividends and other distributions paid to the Participant in cash with respect to Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right.

6. ESCROW.

6.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right will be available for reacquisition, the Participant and the Company hereby appoint the Secretary of the Company, or any other person designated by the Company, as their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell, assign and transfer to the Company any such Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right. The Participant understands that appointment of the Agent is a material inducement to make this Agreement and that such appointment is coupled with an interest and is irrevocable. The Agent shall not be personally

liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time.

6.2 Establishment of Escrow. The Participant authorizes the Company to deposit the Unvested Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3, and the Participant agrees to deliver to and deposit with the Agent each certificate, if any, evidencing the Shares and, if required by the Company, an Assignment Separate from Certificate with respect to such book entry shares and each such certificate duly endorsed (with date and number of Shares blank) in the form attached to this Agreement, to be held by the Agent under the terms and conditions of this Section 6 (the “Escrow”). Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property (other than regular, periodic dividends paid on Stock pursuant to the Company’s dividend policy) or any other adjustment upon a change in the capital structure of the Company, as described in Section 9, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of his or her ownership of the Shares that remain, following such Ownership Change Event, dividend, distribution or change described in Section 9, subject to the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as the Shares immediately before such event. The Company shall bear the expenses of the Escrow.

6.3 Delivery of Shares to Participant. The Escrow shall continue with respect to any Shares for so long as such Shares remain subject to the Company Reacquisition Right. Upon termination of the Company Reacquisition Right with respect to Shares, the Company shall so notify the Agent and direct the Agent to deliver such number of Shares to the Participant. As soon as practicable after receipt of such notice, the Agent shall cause the Shares specified by such notice to be delivered to the Participant, and the Escrow shall terminate with respect to such Shares.

7. TAX MATTERS.

7.1 Tax Withholding.

(a) In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, including, without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the lapsing of any restriction with respect to any Shares, (c) the filing of an election to recognize tax liability, or (d) the transfer by the Participant of any Shares. The Company shall have no obligation to deliver the Shares or to release any Shares from the Escrow established pursuant to Section 6 until the tax withholding obligations of the Participating Company have been satisfied by the Participant.

(b) Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares becoming Vested Shares on a Vesting Date as provided in the Grant Notice.

(c) Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations by withholding a number of whole, Vested Shares otherwise deliverable to the Participant or by the Participant’s tender to the Company of a number of whole, Vested Shares or vested shares acquired otherwise than pursuant to the Award having, in any such case, a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates.

7.2 Election Under Section 83(b) of the Code.

(a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. The Participant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b).

(b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor

regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.

(c) The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

8. EFFECT OF CHANGE IN CONTROL.

In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under the Award or substitute for the Award a substantially equivalent award for the Acquiror’s stock. For purposes of this Section, the Award shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. Notwithstanding the foregoing, Shares acquired pursuant to the Award prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Agreement except as otherwise provided herein.

9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares of stock or other property subject to the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other

property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, subject to Section 5.3) to which Participant is entitled by reason of ownership of shares acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all shares originally acquired hereunder. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.

The Participant shall have no rights as a stockholder with respect to any Shares subject to the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the Shares are issued, except as provided in Section 9. Subject to the provisions of this Agreement, the Participant shall exercise all rights and privileges of a stockholder of the Company with respect to Shares deposited in the Escrow pursuant to Section 6, including the right to vote such Shares and to receive all dividends and other distributions paid with respect to such Shares, subject to Section 5.3. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.

11. LEGENDS.

The Company may at any time place legends referencing the Company Reacquisition Right and any applicable federal, state or foreign securities law restrictions on all certificates representing the Shares. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing the Shares in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”

12. TRANSFERS IN VIOLATION OF AGREEMENT.

No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Agreement and, except pursuant to an Ownership Change Event, until the date

on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any Shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares will have been so transferred. In order to enforce its rights under this Section, the Company shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s transfer agent.

13. MISCELLANEOUS PROVISIONS.

13.1 Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

13.2 Nontransferability of the Award. The right to acquire Shares pursuant to the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

parties may deliver electronically any notices called for in connection with the Escrow and the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and notices in connection with the Escrow, as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a).

13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED the undersigned does hereby sell, assign and transfer unto

( ) shares of the Capital Stock of INTELEPEER, INC. standing in the undersigned’s name on the books of said corporation represented by Certificate No. herewith and does hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of said corporation with full power of substitution in the premises.

Dated:


			Signature


			Print Name

Instructions: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its Company Reacquisition Right set forth in the Restricted Stock Agreement without requiring additional signatures on the part of the Participant.

SAMPLE

Internal Revenue Service

[IRS Service Center

where Form 1040 is Filed]

Re: Section 83(b) Election

Dear Sir or Madam:

The following information is submitted pursuant to section 1.83-2 of the Treasury Regulations in connection with this election by the undersigned under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”).

1. The name, address and taxpayer identification number of the taxpayer are:

Name:

Address:

Social Security Number:

2. The following is a description of each item of property with respect to which the election is made:

shares of common stock of Intelepeer, Inc. (the “Shares”), acquired from Intelepeer, Inc. (the “Company”) pursuant to a restricted stock grant.

3. The property was transferred to the undersigned on:

Restricted stock grant date:

The taxable year for which the election is made is:

Calendar Year

4. The nature of the restriction to which the property is subject:

The Shares are subject to automatic forfeiture to the Company upon the occurrence of certain events. This forfeiture provision lapses with regard to a

portion of the Shares based upon the continued performance of services by the taxpayer over time.

5. The following is the fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is made:

$ ( Shares at $ per share).

The property was transferred to the taxpayer pursuant to the grant of an award of restricted stock.

6. The following is the amount paid for the property:

No monetary consideration was provided in exchange for the Shares.

7. A copy of this election has been furnished to the Company, the corporation for which the services were performed by the undersigned.

Please acknowledge receipt of this election by date or received-stamping the enclosed copy of this letter and returning it to the undersigned. A self-addressed stamped envelope is provided for your convenience.

Very truly yours,

Date:

Enclosures

cc: Intelepeer, Inc.

EX-10.4 26 a2203792zex-10_4.htm EX-10.4

Exhibit 10.4

INDEMNITY AGREEMENT

This Indemnity Agreement, dated , 20 , is made between IntelePeer, Inc. a Delaware corporation (the “Company”), and (the “Indemnitee”).

RECITALS

A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;

B. The Company and Indemnitee recognize that corporate litigation in general has subjected directors and officers to expensive litigation risks;

C. Section 145 of the General Corporation Law of Delaware, under which the Company is organized (“Section 145”), empowers the Company to indemnify its directors and officers by agreement and to indemnify persons who serve, at the request of the Company, as the directors and officers of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive;

D. Section 145(g) allows for the purchase of management liability (“D&O”) insurance by the Company, which in theory can cover asserted liabilities without regard to whether they are indemnifiable or not; and

E. Individuals considering service or presently serving expect to be extended market terms of indemnification commensurate with their position, and that entities such as Company will endeavor to maintain appropriate D&O insurance; and

F. In order to induce Indemnitee to serve or continue to serve as a director or officer of the Company and/or one or more subsidiaries of the Company, the Company and Indemnitee enter into this Agreement.

AGREEMENT

NOW, THEREFORE, the Indemnitee and the Company hereby agree as follows:

1. Definitions. As used in this Agreement:

(a) “Agent” means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or agent of another enterprise at

the request of, for the convenience of, or to represent the interests of such predecessor corporation.

(b) “Board” means the Board of Directors of the Company.

(c) A “Change in Control” shall be deemed to have occurred if (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing a majority of the total voting power represented by the Company’s then outstanding voting securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board, together with any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination was previously so approved, cease for any reason to constitute a majority of the Board, (iii) the stockholders of the Company approve a merger or consolidation or a sale of all or substantially all of the Company’s assets with or to another entity, other than a merger, consolidation or asset sale that would result in the holders of the Company’s outstanding voting securities immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the total voting power represented by the voting securities of the Company or such surviving or successor entity outstanding immediately thereafter, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company.

(d) “Expenses” shall include all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to indemnification under this Agreement, or Section 145 or otherwise; provided, however, that “Expenses” shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a Proceeding.

(e) “Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in relevant matters of corporation law and neither currently is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to or witness in the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(f) “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, arbitration, administrative, or investigative.

(g) “Subsidiary” means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.

2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an Agent of the Company, so long as the Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as the Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by the Indemnitee.

3. Liability Insurance.

(a) Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established and reputable insurers, as more fully described below.

(b) Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s independent directors (as defined by the insurer) if the Indemnitee is such an independent director; of the Company’s non-independent directors if the Indemnitee is not an independent director; of the Company’s officers if the Indemnitee is an officer of the Company; or of the Company’s key employees, if the Indemnitee is not a director or officer but is a key employee.

(c) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance at all, or of any type, terms, or amount, if the Company determines in good faith that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate to the amount of coverage provided; the coverage provided by such insurance is limited so as to provide an insufficient or unreasonable benefit; the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; the Company is to be acquired and a tail policy of reasonable terms and duration can be purchased for pre-closing acts or omissions by the Indemnitee; or the Company is to be acquired and D&O Insurance can be maintained by the acquirer that covers pre-closing acts and omissions by the Indemnitee.

4. Mandatory Indemnification. Subject to the terms of this Agreement:

(a) Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by

reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(b) Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this Section 4(b) shall be made in respect to any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the Delaware Court of Chancery or such other court shall deem proper.

(c) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, and if, prior to, during the pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall indemnify the Indemnitee’s heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent the Indemnitee would have been entitled to indemnification pursuant to this Agreement were the Indemnitee still alive.

(d) Certain Terminations. The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

(e) Limitations. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expenses or liabilities of any type whatsoever for which payment is actually made to or on behalf of the Indemnitee under an insurance policy, or under a valid and enforceable indemnity clause, by-law or agreement.

(f) Witness. In the event that Indemnitee is not a party or threatened to be made a party to a Proceeding, but is subpoenaed in such a Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything witnessed by the Indemnitee in that capacity, the Company shall i) indemnify the Indemnitee against all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in responding to such subpoena; and ii) reimburse Indemnitee $900 per hour of both actual deposition or trial testimony, as well as preparation for same with Company counsel.

5. Indemnification for Expenses in a Proceeding in Which the Indemnitee is Wholly or Partly Successful.

(a) Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent the Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense or appeal of such Proceeding.

(b) Partially Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent that the Indemnitee is a party to any Proceeding (including, without limitation, an action by or in the right of the Company) in which the Indemnitee was a party by reason of the fact that the Indemnitee is or was an Agent of the Company at any time and is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with each successfully resolved claim, issue or matter.

(c) Dismissal. For purposes of this section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. Mandatory Advancement of Expenses. Subject to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance all Expenses reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company (unless there has been a final determination that the Indemnitee is not entitled to indemnification for such Expenses) upon receipt of (i) an undertaking by or on behalf of the Indemnitee to repay the amount advanced in the event and to the extent that it shall ultimately be determined that the Indemnitee is not entitled to indemnification by the Company and (ii) satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation of the Company to the Indemnitee hereunder and shall in no event be deemed to be a personal loan. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company. In the event that the Company fails to pay Expenses as incurred by the Indemnitee as required by this

paragraph, Indemnitee may seek mandatory injunctive relief from any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.

7. Notice and Other Indemnification Procedures.

(a) Notice by Indemnitee. Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof.

(b) Insurance. If the Company receives notice pursuant to Section 7(a) hereof of the commencement of a Proceeding that may be covered under D&O Insurance then in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

(c) Defense. In the event the Company shall be obligated to pay the Expenses of any Proceeding against the Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel selected by the Company and approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Indemnitee’s expense; and (ii) the Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense if (A) the Company has authorized the employment of counsel by the Indemnitee at the expense of the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee, then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest posed by representation by all such counsel, or unless and to the extent Company waives such requirement in writing. The Indemnitee and its counsel shall provide reasonable cooperation with such insurer on request of the Company.

8. Right to Indemnification.

(a) Right to Indemnification. In the event that Section 5(a) is inapplicable, the Company shall indemnify the Indemnitee pursuant to this Agreement unless, and except to the extent that, it shall have been determined by one of the methods listed in Section 8(b) that the

Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

(b) Determination of Right to Indemnification. A determination of the Indemnitee’s right to indemnification under this Section 8 shall be made at the election of the Board by (i) a majority vote of directors who are not parties to the Proceeding for which indemnification is being sought, even though less than a quorum, or by a committee consisting of directors who are not parties to the Proceeding for which indemnification is being sought, who, even though less than a quorum, have been designated by a majority vote of the disinterested directors, or (ii) if there are no such disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. However, in the event there has been a Change in Control, then the determination shall, at Indemnitee’s sole option, be made by Independent Counsel as in (b)(ii), above, with Indemnitee choosing the Independent Counsel subject to Company’s consent, such consent not to be unreasonably withheld.

(c) Submission for Decision. As soon as practicable, and in no event later than thirty (30) days after the Indemnitee’s written request for indemnification, the Board shall select the method for determining the Indemnitee’s right to indemnification. The Indemnitee shall cooperate with the person or persons or entity making such determination with respect to the Indemnitee’s right to indemnification, including providing to such person, persons or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.

(d) Application to Court. If (i) a claim for indemnification or advancement of Expenses is denied, in whole or in part, (ii) no disposition of such claim is made by the Company within ninety (90) days after the request therefor, (iii) the advancement of Expenses is not timely made pursuant to Section 6 of this Agreement or (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement, the Indemnitee shall have the right to apply to the Delaware Court of Chancery, the court in which the Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification (including the advancement of Expenses) pursuant to this Agreement.

(e) Expenses Related to the Enforcement or Interpretation of this Agreement. The Company shall indemnify the Indemnitee against all reasonable Expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee, and against all reasonable Expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, if and to the extent the Indemnitee is successful. To the extent Indemnitee is awarded relief on any Expense, that Expense shall be subject to 10% prejudgment interest from the date the invoice detailing that Expense was provided to the Company.

(f) In no event shall Indemnitee’s right to indemnification (apart from advancement of Expenses) be determined prior to a final adjudication in the Proceeding at issue if the Proceeding is both ongoing, and of the nature to have a final adjudication.

(g) In any proceeding to determine Indemnitee’s right to indemnification or advancement, Indemnitee shall be presumed to be entitled to indemnification or advancement, with the burden of proof on the Company to prove, by a preponderance of the evidence (or higher standard if required by relevant law) that Indemnitee is not so entitled; however, in the case of a present or former non-employee director Indemnitee of the Company, the standard of proof of the Company shall be clear and convincing evidence (or higher standard if required by relevant law), to the extent allowed by law.

(h) Indemnitee shall be fully indemnified for those matters where, in the performance of his duties for the Company, he relied in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Company’s officers or employees, or committees of the board of directors, or by any other person as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence and who was selected with reasonable care by or on behalf of the Company.

9. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated:

(a) Claims Initiated by Indemnitee. To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 in advance of a final determination;

(b) Fees on Fees. To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, to the extent Indemnitee is not successful in such a Proceeding (but overlapping or non-allocable amounts for those matters where the Indemnitee was successful are to be indemnified to the extent allowed by law);

(c) Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld;

(d) Claims Under Section 16(b). To indemnify the Indemnitee for Expenses and the payment of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities

Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(e) Payments Contrary to Law. To indemnify or advance Expenses to the Indemnitee for which payment is prohibited by applicable law.

10. Non-Exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while occupying the Indemnitee’s position as an Agent of the Company. The Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

11. Permitted Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for Expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that the Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 9 hereof. Neither the failure of the Company (including its Board of Directors) or an Independent Counsel to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors) or an Independent Counsel that such indemnification is improper, shall be a defense to the action or create a presumption that the Indemnitee is not entitled to indemnification under this Agreement or otherwise.

12. Subrogation. Subject to the restrictions of section 13 (which shall control over this section), in the event the Company is obligated to make a payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery under any insurance policy the premium for which the company paid directly or indirectly. Indemnitee shall execute all documents reasonably required and take all action that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights (provided that the Company pays the Indemnitee’s costs and expenses of doing so), including without limitation by assigning all such rights to the Company or its designee to the extent of such indemnification or advancement of Expenses.

13. Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be

liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 13. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

14. Survival of Rights.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

15. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by law, including those circumstances in which indemnification would otherwise be discretionary.

16. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14 hereof.

17. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless it is in a writing signed by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of

any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

18. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the third business day after the date on which it is so mailed, (c) one business day after the business day of deposit with a nationally recognized overnight delivery service, specifying next day delivery, with written verification of receipt, or (d) on the same day as delivered by confirmed facsimile transmission if delivered during business hours or on the next successive business day if delivered by confirmed facsimile transmission after business hours. Addresses for notice to either party shall be as shown on the signature page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above. In the event that Indemnitee was known to be associated with a Fund Indemnitor during any portion of his time of service, the Company shall also provide a copy of any notices or demands to the Chief Financial Officer of said Fund Indemnitor by the methods set forth above; such notice however shall not be deemed in any way to be indicative of any potential liability of Fund Indemnitor.

19. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. This Agreement is intended to be an agreement of the type contemplated by Section 145 (f) of the General Corporation Law of Delaware.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforcement is sought needs to be produced to evidence the existence of this Agreement.

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.

Indemnitee:			The Company:



[Name of Indemnitee]
			By:
Address:
			Title:

EX-10.5 27 a2203792zex-10_5.htm EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between IntelePeer, Inc. (the “Company” or “IntelePeer”) and Frank M. Fawzi (“Executive” or “You”) (either party individually, “Party,” collectively, the “Parties”) as of May 6, 2011.

WHEREAS, the Company desires to continue to retain the services of Executive as President and Chief Executive Officer, and as Chairman of the Board of Directors of the Company;

WHEREAS, the Parties desire to amend and restate, in its entirety, the Parties’ prior Employment Agreement dated January 3, 2006, Amended and Restated Employment Agreement dated June 30, 2006, Executive Employment Agreement dated October 1, 2007, and IRC § 409A Amendments to Employment Agreement dated December 23, 2008, and set forth the amended and restated terms and conditions of Executive’s employment by the Company;

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties hereto agree as follows:

1. Position, Duties and Location:

A. Position: Executive shall continue to be employed by the Company as its President and Chief Executive Officer (CEO), reporting to the Board, and also serve as Chairman of the Board of Directors of the Company, and Executive accepts such employment and service and agrees to perform diligently and to the best of his ability all of the duties and functions attendant upon such offices.

B. Duties: Executive’s duties at the Company shall include all those duties customarily performed by the President and Chief Executive Officer, and those customarily performed by the Chairman of the Board, and other duties as requested by the Board. Executive agrees that his duties while employed by the Company will entail input on diverse areas such as strategic and corporate development, personnel and human resources, finance, sales, marketing, channel relationships, and product development.

C. Location: Executive shall be required to work at his home office in Florida for the benefit and convenience of the Company, which office shall constitute a Company place of business. However, at the Company’s discretion, Executive shall be required to travel to other Company locations, including its offices in San Mateo, California and Denver, Colorado.

2. Term of Employment: Executive’s employment with the Company commenced October 1, 2007 (the “Start Date”) and may be terminated by the Executive or the Company at any time as set forth below.

3. Compensation: Executive shall be compensated by the Company for his services as follows:

A. Base Salary: Executive is paid a monthly salary of $34,375 ($412,500 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures (the “Base Salary”). Executive’s Base Salary shall be reviewed on at least an annual calendar basis and may be increased, but will not be decreased, as determined by the Board in its sole discretion following a review of Executive’s job performance. However, in the event of the initial public offering of the Company’s securities on a national stock exchange (“IPO”), Executive’s monthly salary shall increase to $36,833 ($442,000 on an annualized basis), but in no event shall an IPO result in the decrease of Executive’s Base Salary. In the event of any change in Executive’s Base Salary, such increased amount shall be Executive’s Base Salary for the purposes of this Agreement.

B. Annual Bonus: Executive is eligible to participate in the Company’s annual cash bonus plan with an annual target of 100% of Executive’s annual base salary (the “Annual Bonus”). Payment of the Annual Bonus is based upon the Company’s achievement of various financial and/or other goals established for Executive in writing by the Board in advance and is payable in the calendar year following the year in which the bonus is earned upon completion of the Company’s audit, but in no event later than March 15th of such calendar year; provided, however, that, in the event the Executive’s employment with the Company is terminated for reasons other than Cause (as defined below) before the end of a calendar year, the Annual Bonus for such calendar year shall be pro rated, based on term of service during that calendar year; provided, however, that prorating the portion of the Annual Bonus that is based on individual performance only shall be done based on target for that portion of the bonus (currently for a performance ranking of “Successfully Meets Expectations”), and the prorating of the portion of the Annual Bonus that is based on Company performance only shall be done based on actual performance of the Company; provided further that such prorated portion of the Annual Bonus shall only be paid in accordance with the timing rules set forth above. The objectives that govern Executive’s bonus eligibility for each calendar year of employment shall be based on a Board-approved business plan for such calendar years and portions of the bonus shall be paid on at least the same intervals that the Board has approved for annual bonus programs for other senior executives of the Company. All bonuses described above will be subject to applicable withholding.

C. Benefits: Executive shall have the right, on the same basis as other members of senior management of the Company, to participate in and to receive benefits under any of the Company’s employee benefit plans, as such plans may be modified from time to time. In addition, Executive shall be entitled to the benefits afforded to other members of senior management under the Company’s vacation, holiday and business expense reimbursement policies. For purposes of the vacation policy the Executive will receive the greater of (i) four weeks of vacation per year or (ii) the Company vacation policy then in effect for senior management. The Company also shall pay for Executive’s participation in MDVIP.

Executive will be provided with an extension of the post-termination exercise period of the Options so long as the termination of employment is not for Cause, as defined below. Other than when the termination of employment is for Cause, the post-termination exercise period for the Options, to the extent vested, shall be extended until the earlier of (i) the date thirty six (36) months after a termination of employment and (ii) the date on which the vested stock options would otherwise have expired even if Executive had remained employed. This term shall override any inconsistent exercise period set forth in any stock option agreement.

E. General Expenses: Upon presentation of appropriate documentation, the Company shall pay, or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel (including business-related travel to and from Executive’s home office in Florida), entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Executive’s participation is in the best interest of the Company.

F. Public Company Securities Upon Change of Control: In the event the Company engages in negotiations with a corporation whose securities are registered under the Securities Act of 1933, as amended (a “Public Company Acquirer”) for a Change of Control of the Company in which Company stockholders receive securities of the Public Company Acquiror, and if it becomes evident in the course of such negotiations that the Public Company Acquiror will seek to secure Executive’s continuing service as an employee of or consultant to the Company or the Public Company Acquiror following the Change of Control, the Company shall use good faith efforts to negotiate with the Public Company Acquiror to take such steps as are appropriate to minimize any restrictions on transfer of any shares of the Public Company Acquiror that Executive receives in connection with the Change of Control.

4. Benefits Upon Termination of Employment by Executive or Due to Death or Permanent Disability: In the event of Executive’s voluntary termination from employment with the Company, Executive shall be entitled to no compensation or benefits from the Company other than those earned or accrued under Paragraph 3 above, through the date of his termination, including any unused vacation. In the event of a termination of Executive’s employment as a result of his death or Permanent Disability, Executive shall receive the same benefits as if the Company had terminated his employment without Cause (as defined below). For purposes of this agreement, “Permanent Disability” means Executive’s inability to engage in any substantial gainful activity by reason of any medically diagnosed physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more. A determination of such Permanent Disability will be made by a mutually acceptable physician.

5. Benefits Upon Termination by the Company: Executive affirms that his employment may be terminated by the Company at any time, with or without cause, provided that, in the event of the termination of Executive’s employment by the Company for the reasons set forth below, Executive shall receive the following:

A. Termination for Cause: If Executive’s employment is terminated by the Company for Cause, as defined below, Executive shall be entitled to no compensation or benefits from the Company other than those earned under Paragraph 3, and, in the case of the Option, the portion of the Option that has vested through the date of termination of employment. For purposes of this Agreement, a termination “for Cause” will mean a termination for any of the following reasons: (i) Executive’s continued willful and material failure to perform his mutually agreed upon duties to the Company (other than due to his death or Permanent Disability) after there has been delivered to him a written demand for performance that describes the specific material deficiencies in his performance and the specific manner in which his performance must be improved, and which provides forty (40) business days from the date of notice to remedy such performance deficiencies; (ii) his engaging in an act of willful misconduct that resulted in a material adverse effect on the Company’s business; (iii) his being convicted of, or a plea of no contest to, a felony that impairs Executive’s ability to perform his duties with the Company; or (iv) his committing an act of fraud against, or willful misappropriation of property belonging to the Company that resulted in a material adverse effect on Company’s business.

B. Termination Without Cause / Resignation For Good Reason: If Executive’s employment is terminated by the Company for any reason other than (i) for Cause or (ii) due to Executive’s death or Permanent Disability, or if the Executive resigns for “Good Reason,” as defined below, Executive shall be entitled to all earned or accrued Base Salary, Annual Bonus and benefits under Paragraph 3 above, through the date of his termination, including any unused vacation, and, if Executive executes a general release of all known and unknown claims against the Company in a form reasonably acceptable to the Company, and such release has become effective within 45 days from the date of Executive’s termination, Executive shall be entitled to:

i. If such a termination occurs prior to a “Change of Control,” as defined below, or more than twenty-four (24) months after a Change of Control, Company shall provide Executive severance of twelve (12) months of Executive’s Base Salary at his final Base Salary rate, paid in equal installments over a twelve month period in accordance with the Company’s then existing payroll schedule, and commencing on the first payday following the 45th day after Executive’s termination (subject, however, to the 6 month delay of payment described in Section 13), and continued coverage for life insurance, healthcare and other benefit plans, programs and policies (including Directors’ and Officers’ Liability Insurance) to which the Executive was entitled to participate immediately prior to termination, for the six-month period following the date of termination.

ii. If such a termination occurs within twenty-four (24) months after a Change of Control, (a) a one-time lump-sum payment equal to the Executive’s annualized Base Salary then in effect, (b) a pro rata Bonus payment through the date of termination, calculated as set forth in Section 3, above, (c) vesting of any then unvested Shares held by Executive, (d) a lump sum payment equal to any unused vacation for which the Executive is then entitled, and (e) continued coverage for life insurance, healthcare and other benefit plans, programs and policies (including Directors’ and Officers’ Liability Insurance) to which the Executive was entitled to participate immediately prior to termination for the twelve-month period following the date of termination. All such amounts shall be payable on the first payday following the 45th day after Executive’s termination date (subject, however, to the 6 month delay of payment described in Section 13).

All payments and benefits described in this Section 5(B) shall be subject to applicable withholding. Any continuation of healthcare coverage in accordance with the foregoing shall be accomplished by Company payment of COBRA premiums for such continued coverage until the earlier of the expiration of the applicable period described above or the date the Executive becomes eligible for other employer-provided group health plan coverage. The Company may include the fair market value of the cost of COBRA coverage in the Executive’s taxable income.

For purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events: (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities other than in a private financing transaction approved by the Board of Directors; or (b) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the stock of the Company; or (c) a merger or consolidation in which the Company is a party and in which the stockholders of the Company before such ownership change do not retain, directly or indirectly, at a least majority of the beneficial interest in the voting stock of the Company after such transaction other than a merger or consolidation with a wholly-owned subsidiary of the Company; or (d) an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets. Notwithstanding the foregoing, “Change of Control” shall be limited to a “change in control event” as described in Section 409A of the Internal Revenue Code (the “Code”) and the Treasury Regulations thereunder.

For the purposes of this Agreement, “Good Reason” shall mean that Executive resigns his employment after (i) a material reduction in the amount of time he is required to work from his home office in Florida, as measured against time spent at the home office during the twelve (12) months preceding the execution of this Agreement; (ii) his then-current annual base salary and/or bonus plan are reduced by the Company; (iii) a material reduction in his then-current benefits; or (iv) a material adverse change in his authority, responsibilities or duties as measured against his authority, responsibilities or duties immediately prior to such change; provided, however, that with respect to each of the foregoing, he must (a) within ninety (90) days following its occurrence, deliver to the Company a written explanation specifying the specific basis for his belief that he is entitled to terminate his employment for Good Reason and (b) give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery of such explanation.

As a condition of receiving the severance benefits under Section 5(B), the Executive shall execute and not revoke a general release of claims, such that the release becomes effective no later than forty-five (45) days following the termination date.

6. Non-Disclosure, Invention Assignment, Non-Competition, and Non-Solicitation Agreement: Executive will continue to abide by the terms of the Company’s Non-Disclosure, Invention Assignment, Non-Competition, and Non-Solicitation Agreement (“Proprietary Rights Agreement”), which Executive signed on June 30, 2006, and which is expressly incorporated herein by reference

7. Non-Solicitation: Executive agrees that in the event of his termination at any time and for any reason, he shall not, for a period of one (1) year after the date of termination, without the Company’s prior written consent, directly or indirectly, in any capacity whatsoever, induce or attempt to induce any person who is an employee or contractor of the Company or any of its affiliates to terminate his or her relationship with the Company or any of its affiliates.

8. Interpretation: Executive and the Company agree that this Agreement shall be interpreted in accordance with and governed by the laws of the State of California.

9. Successors and Assigns: This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. In view of the personal nature of the services to be performed under this Agreement by Executive, he shall not have the right to assign or transfer any of his rights, obligations or benefits under this Agreement, except as otherwise noted herein.

10. Entire Agreement: This Agreement and the Proprietary Rights Agreement which is expressly incorporated herein by reference, constitute the entire employment agreement between Executive and the Company regarding the terms and conditions of his employment. This Agreement supersedes all prior negotiations, representations or agreements between Executive and the Company, whether written or oral, concerning Executive’s working relationship with the Company.

11. Validity: If any one or more of the provisions (or any part thereof) of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions (or any part thereof) shall not in anyway be affected or impaired thereby.

12. Indemnification: The Company hereby covenants and agrees to defend, indemnify and hold harmless the Executive fully, completely, and absolutely against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including all legal fees and costs), losses, and damages resulting from the Executive’s performance of his duties and obligations under the terms of this Agreement as an employee of the Company and as a member of the Company’s Board of Directors.

13. Section 409A Compliance; Section 280G:

A. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. The Company shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition of any additional tax, penalty, or interest under Section 409A of the Code. If the Company determines in good faith that any provision of this Agreement would cause Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Parties agree that they will execute any and all amendments to this Agreement permitted under applicable law as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A of the Code or as otherwise needed to ensure that this Agreement complies with Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax

effect under this Agreement. The Company shall not be liable for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

B. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

C. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, You, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

D. “Termination of employment,” “resignation,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that are payments of “deferred compensation” subject to Section 409A of the Code, Executive’s “separation from service” as defined in Section 409A of the Code.

E. If a payment obligation under this Agreement arises on account of the Executive’s separation from service while Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Company), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after Executive’s death.

F. Notwithstanding any other provision in this Agreement, if any amount payable to Executive may be an “excess parachute payment” under Section 280G of the Code, or any successor thereto, then the cash payments under this Agreement will be reduced to the extent necessary to avoid treatment as an excess parachute payment.

14. Modification: This agreement may be amended or modified only with the written consent of Executive and the Board of Directors of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION

CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

Dated:	May 6, 2011	/s/ Frank Fawzi
		Frank Fawzi


		IntelePeer, Inc.


Dated:	May 6, 2011	By:	/s/ Andre Simone
			Andre Simone, Chief Financial Officer

EX-10.6 28 a2203792zex-10_6.htm EX-10.6

Exhibit 10.6

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between IntelePeer, Inc. (the “Company” or “IntelePeer”) and Andre Simone (“Executive” or “You”) (either party individually, “Party,” collectively, the “Parties”) as of May 6, 2011.

WHEREAS, the Company desires to continue to retain the services of Executive as Chief Financial Officer and Secretary of the Company;

WHEREAS, the Parties desire to amend and restate, in its entirety, Executive’s prior Offer Letter dated January 2, 2007 as amended on December 23, 2008;

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties hereto agree as follows:

1. Position and Duties:

A. Position: Executive shall continue to be employed by the Company as its Chief Financial Officer (CFO) and Secretary reporting to the Chief Executive Officer (CEO), and to the best of his ability all of the duties and functions attendant upon such offices.

B. Duties: Executive’s duties at the Company shall include all those duties customarily performed by the CFO and Secretary, and other duties as requested by the CEO.

2. Term of Employment: Executive’s employment with the Company commenced February 5, 2007 (the “Start Date”) and may be terminated by the Executive or the Company at any time as set forth below.

3. Compensation: Executive shall be compensated by the Company for his services as follows:

A. Base Salary: Executive is paid a monthly salary of $25,208.3 ($302,500 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures (the “Base Salary”). Executive’s Base Salary shall be reviewed on at least an annual calendar basis and may be increased, but will not be decreased, as determined by the Board in its sole discretion following a review of Executive’s job performance.

B. Annual Bonus: Executive is eligible to participate in the Company’s annual cash bonus plan with an annual target of 65% of Executive’s annual base salary (the “Annual Bonus”). Payment of the Annual Bonus is based upon the Company’s achievement of various financial and/or other goals established for Executive in writing by the Board in advance and is payable in the calendar year following the year in which the bonus is earned upon completion of the Company’s audit, but in no event later than March 15th of such calendar year; provided, however, that, in the event the Executive’s employment with the Company is terminated for reasons other than Cause (as defined below) before the end of a calendar year, the Annual Bonus for such calendar year shall be pro rated, based on term of service during that calendar year;

provided, however, that prorating the portion of the Annual Bonus that is based on individual performance only shall be done based on target for that portion of the bonus (currently for a performance ranking of “Successfully Meets Expectations”), and the prorating of the portion of the Annual Bonus that is based on Company performance only shall be done based on actual performance of the Company; provided further that such prorated portion of the Annual Bonus shall only be paid in accordance with the timing rules set forth above. The objectives that govern Executive’s bonus eligibility for each calendar year of employment shall be based on a Board-approved business plan for such calendar years and portions of the bonus shall be paid on at least the same intervals that the Board has approved for annual bonus programs for other senior executives of the Company. All bonuses described above will be subject to applicable withholding.

D. Stock Option Grant: Executive was previously granted options to purchase shares of IntelePeer common stock, each at an exercise price per share equal to the fair market value of one share of IntelePeer common stock on the date of grant (the “Options”). The Options shall continue to vest pursuant to the terms set forth therein and shall remain subject to the terms and conditions of IntelePeer’s Amended and Restated 2003 Stock Option and Restricted Stock Plan (the “Plan”) and the stock option agreements that Executive previously signed. However, Executive will be provided with an extension of the post-termination exercise period of the Options except where the termination of employment is for Cause, as defined below. Except where the termination of employment is for Cause, the post-termination exercise period for the Options, to the extent vested, shall be extended until the earlier of (i) the date twelve (12) months after a termination of employment and (ii) the date on which the vested stock options would otherwise have expired even if Executive had remained employed. This term shall override any inconsistent exercise period set forth in any stock option agreement.

E. General Expenses: Upon presentation of appropriate documentation, the Company shall pay, or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Executive’s participation is in the best interest of the Company.

and if it becomes evident in the course of such negotiations that the Public Company Acquiror will seek to secure Executive’s continuing service as an employee of or consultant to the Company or the Public Company Acquiror following the Change of Control, the Company shall use good faith efforts to negotiate with the Public Company Acquiror to take such steps as are appropriate to minimize any restrictions on transfer of any shares of the Public Company Acquiror that Executive receives in connection with the Change of Control.

the Company in a form reasonably acceptable to the Company, and such release has become effective within 45 days from the date of Executive’s termination, Executive shall be entitled to:

i. If such a termination occurs prior to a “Change of Control,” as defined below, or more than twenty-four (24) months after a Change of Control, Company shall provide Executive severance of six (6) months of Executive’s Base Salary at his final Base Salary rate, paid in equal installments over a six (6) month period in accordance with the Company’s then existing payroll schedule, and commencing on the first payday following the 45th day after Executive’s termination (subject, however, to the 6 month delay of payment described in Section 13), and continued coverage for life insurance, healthcare and other benefit plans, programs and policies (including Directors’ and Officers’ Liability Insurance) to which the Executive was entitled to participate immediately prior to termination, for the six-month period following the date of termination.

ii. If such a termination occurs within twenty-four (24) months after a Change of Control, (a) a one-time lump-sum payment equal to six (6) months of Executive’s Base Salary at his final Base Salary Rate, (b) a pro rata Bonus payment through the date of termination, calculated as set forth in Section 3, above, (c) vesting of any then unvested Shares held by Executive, (d) a lump sum payment equal to any unused vacation for which the Executive is then entitled, and (e) continued coverage for life insurance, healthcare and other benefit plans, programs and policies (including Directors’ and Officers’ Liability Insurance) to which the Executive was entitled to participate immediately prior to termination for the twelve-month period following the date of termination. All such amounts shall be payable on the first payday following the 45th day after Executive’s termination date (subject, however, to the 6 month delay of payment described in Section 13).

shall be limited to a “change in control event” as described in Section 409A of the Internal Revenue Code (the “Code”) and the Treasury Regulations thereunder.

For the purposes of this Agreement, “Good Reason” shall mean that Executive resigns his employment after (i) relocation of his principal office more than twenty-five (25) miles from its current location; (ii) his then-current annual base salary and/or bonus plan are reduced by the Company; (iii) a material reduction in his then-current benefits; or (iv) a material adverse change in his authority, responsibilities or duties as measured against his authority, responsibilities or duties immediately prior to such change; provided, however, that with respect to each of the foregoing, he must (a) within ninety (90) days following its occurrence, deliver to the Company a written explanation specifying the specific basis for his belief that he is entitled to terminate his employment for Good Reason and (b) give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery of such explanation.

8. Interpretation: Executive and the Company agree that this Agreement shall be interpreted in accordance with and governed by the laws of the State of California.

11. Validity: If any one or more of the provisions (or any part thereof) of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and

enforceability of the remaining provisions (or any part thereof) shall not in anyway be affected or impaired thereby.

13. Section 409A Compliance; Section 280G:

B. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

Dated: May 6, 2011	/s/ Andre Simone
	Andre Simone


	IntelePeer, Inc.


Dated: May 6, 2011	By:	/s/ Frank Fawzi
		Frank Fawzi, Chief Executive Officer

EX-10.7 29 a2203792zex-10_7.htm EX-10.7

Exhibit 10.7

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between IntelePeer, Inc. (the “Company” or “IntelePeer”) and Haydar Haba (“Executive” or “You”) (either party individually, “Party,” collectively, the “Parties”) as of May 6, 2011

WHEREAS, the Company desires to continue to retain the services of Executive as Chief Visionary Officer of the Company;

WHEREAS, the Parties desire to amend and restate, in its entirety, Executive’s prior Executive Employment Agreement dated November 12, 2004 as amended on June 30, 2006;

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties hereto agree as follows:

1. Position and Duties:

A. Position: Executive shall continue to be employed by the Company as its Chief Visionary Officer (CVO) reporting to the Chief Executive Officer (CEO), and to the best of his ability all of the duties and functions attendant upon such offices.

B. Duties: Executive’s duties at the Company shall include all those duties customarily performed by the CVO, and other duties as requested by the CEO.

2. Term of Employment: Executive’s employment with the Company commenced November 12, 2004 (the “Start Date”) and may be terminated by the Executive or the Company at any time as set forth below.

3. Compensation: Executive shall be compensated by the Company for his services as follows:

A. Base Salary: Executive is paid a monthly salary of $20,871.58 ($250,459 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures (the “Base Salary”). Executive’s Base Salary shall be reviewed on at least an annual calendar basis and may be increased, but will not be decreased, as determined by the Board in its sole discretion following a review of Executive’s job performance.

B. Annual Bonus: Executive is eligible to participate in the Company’s annual cash bonus plan with an annual target of 50% of Executive’s annual base salary (the “Annual Bonus”). Payment of the Annual Bonus is based upon the Company’s achievement of various financial and/or other goals established for Executive in writing by the Board in advance and is payable in the calendar year following the year in which the bonus is earned upon completion of the Company’s audit, but in no event later than March 15th of such calendar year; provided, however, that, in the event the Executive’s employment with the Company is terminated for reasons other than Cause (as defined below) before the end of a calendar year, the Annual Bonus for such calendar year shall be pro rated, based on term of service during that calendar year;

E. General Expenses: Upon presentation of appropriate documentation, the Company shall pay, or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Executive’s participation is in the best interest of the Company.

4. Benefits Upon Termination of Employment by Executive: In the event of Executive’s voluntary termination from employment with the Company, Executive shall be entitled to no compensation or benefits from the Company other than those earned or accrued under Paragraph 3 above, through the date of his termination, including any unused vacation.

A. Termination for Cause: If Executive’s employment is terminated by the Company for Cause, as defined below, Executive shall be entitled to no compensation or benefits from the Company other than those earned under Paragraph 3, and, in the case of the Option, the portion of the Option that has vested through the date of termination of employment. For purposes of this Agreement, a termination “for Cause” will mean a termination for any of the following reasons: (i) Executive’s continued willful and material failure to perform his mutually agreed upon duties to the Company (other than due to his death or permanent disability) after there has been delivered to him a written demand for performance that describes the specific material deficiencies in his performance and the specific manner in which his performance must be improved, and which provides forty (40) business days from the date of notice to remedy such performance deficiencies; (ii) his engaging in an act of willful misconduct that resulted in a material adverse effect on the Company’s business; (iii) his being convicted of, or a plea of no contest to, a felony that impairs Executive’s ability to perform his duties with the Company; or (iv) his committing an act of fraud against, or willful misappropriation of property belonging to the Company that resulted in a material adverse effect on the Company’s business.

Executive’s termination (subject, however, to the 6 month delay of payment described in Section 13), and continued coverage for life insurance, healthcare and other benefit plans, programs and policies (including Directors’ and Officers’ Liability Insurance) to which the Executive was entitled to participate immediately prior to termination, for the six-month period following the date of termination.

ii. If such a termination occurs within twenty-four (24) months after a Change of Control, (a) a one-time lump-sum payment equal twelve (12) months of Executive’s Base Salary at his final Base Salary Rate, (b) a pro rata Bonus payment through the date of termination, calculated as set forth in Section 3, above, (c) vesting of any then unvested Shares held by Executive, (d) a lump sum payment equal to any unused vacation for which the Executive is then entitled, and (e) continued coverage for life insurance, healthcare and other benefit plans, programs and policies (including Directors’ and Officers’ Liability Insurance) to which the Executive was entitled to participate immediately prior to termination for the twelve-month period following the date of termination. All such amounts shall be payable on the first payday following the 45th day after Executive’s termination date (subject, however, to the 6 month delay of payment described in Section 13).

foregoing, he must (a) within ninety (90) days following its occurrence, deliver to the Company a written explanation specifying the specific basis for his belief that he is entitled to terminate his employment for Good Reason and (b) give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery of such explanation.

8. Interpretation: Executive and the Company agree that this Agreement shall be interpreted in accordance with and governed by the laws of the State of California.

13. Section 409A Compliance; Section 280G:

B. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Dated:	May 6, 2011	/s/ Haydar Haba
		Haydar Haba


		IntelePeer, Inc.


Dated:	May 6, 2011	By:	/s/ Andre Simone
			Andre Simone, Chief Financial Officer

EX-10.8 30 a2203792zex-10_8.htm EX-10.8

Exhibit 10.8

December 10, 2003

Mr. John Belanger

Re: Employment Offer

Dear John:

We are pleased to confirm an offer of employment at VoEx, Inc. for the position of Vice President, Sales & Marketing. As the lead sales executive for the Company in the United States, you will be responsible for recruiting, hiring, and managing the entire Voex direct and indirect sales team. You will also be responsible for all sales and business development within VoEx’s targeted large enterprise, service provider, last-mile, and contact center markets, and will collaborate with the Executive team on marketing, technology, and integration necessary to secure and expand relationships with new and existing customers. In this capacity your responsibilities will include but not be limited to determining and implementing appropriate compensation plans for the sales team, soliciting prospective customers, preparing proposals, establishing contractual relationships with new customers, negotiating customer contracts, coordinating customer solution implementation, managing existing customer relationships, and developing and expanding channel partner relationships and referral sources, and other day to day business activities required to successfully sell and market VoEx services and close customer opportunities.

Your start date will be on or about January 15, 2004. You will report to the Chief Financial Officer in Seattle WA and maintain your day-to-day business operations from the VoEx Grand Rapids MI offices. All reasonable, normal business, travel, office and entertainment expenses will be reimbursed.

Below is our offer of employment:

A] Base Salary: You will be compensated at a rate of $10,000.00 per month, $120,000.00 annually. Such base salary will be payable 50% in cash monthly in arrears, and 50% hereunder will be deferred and will accrue until such time VoEx, Inc. closes and funds its initial round of equity capital raise in the minimum amount of $2,000,000 (the “Initial Equity Round”). Upon such Initial Equity Round funding date, all accrued amounts will be paid in full in cash or in common shares of VoEx, Inc. at a rate of 4,900 shares per month for each month of deferred base compensation, at your sole discretion. Thereafter, 100% of Base Salary will be payable in cash, monthly in arrears.

Additional compensation will include:

B] Commissions: For all customer contracts initiated directly by you and executed by VoEx prior to 4/30/2004, you will be compensated at a rate of 15.0% of the Net Margin earned by VoEx under each customer contract for the life of such customer contract. Net Margin is defined as Collected Revenues minus applicable: a) Cost of Goods Sold, b) Capital Expenditure Charges, c) Technical/Customer Care Support Charges, and d) Provisioning Charges (the “Net Margin”). For all customer contracts initiated directly by you and executed by VoEx after 4/30/2004, you will be compensated at a rate of TBD% of the Net Margin earned by VoEx under each customer contract for the life of such customer contract, as determined under the prevalent VoEx sales compensation plan in effect for that calendar year.

For all customer contracts initiated by VoEx sales team members other than you and executed by VoEx prior to 4/30/2004, you will be additionally compensated at a rate of 2.5% of the Net Margin earned by VoEx under each customer contract for the life of such customer contract. For all customer contracts initiated by VoEx sales team members other than you and executed by VoEx after 4/30/2004, you will be compensated at a rate of TBD% of the Net Margin earned by VoEx under each customer contract for the life of such customer contract, as determined under the prevalent VoEx sales compensation plan in effect for that calendar year.

Such commissions are payable on the last business day of the month following receipt of applicable Collected Revenues from each such customer.

C] Equity: On your start date, VoEx will grant an option for 100,000 shares at a strike price of $1.02/share with an expiration date of September 30, 2004. In addition, upon attaining certain TBD performance goals after one year of full-time service, you will be granted non-qualified stock options for 250,000 shares of VoEx, Inc. common stock, which will vest over a 24-month vesting schedule.

This Grant of non-qualified common stock options in VoEx, Inc. will be issued upon satisfaction of such performance goals subject to the following contingencies:

If at any time prior to your two-year employment anniversary VoEx, Inc. your employment is terminated for any reason by either VoEx, Inc or yourself, you forfeit all rights, claims, ownership interest, etc. to shares of VoEx,Inc. common stock immediately, effective on your termination date.

The strike price will be at the weighted average price per share of common stock obtained by VoEx in the Initial Equity Round. VoEx, Inc. standard employee stock option agreement will be provided to you and executed.

D] Bonus: You will be entitled to a $60,000 cash bonus payable at the later of: 1) closing of the Initial Equity Round or 2) invoiced aggregate monthly gross revenues of minimum $230,000 for 30 consecutive days generated from new customer contracts initiated directly by you. You will also be entitled to additional cash bonuses from time to time, as determined by the prevailing sales compensation plan in effect for each calendar year beginning 1/1/2004, and/or at the sole discretion of the VoEx Executive management team.

E] Additional Benefits: You will be entitled to four weeks paid vacation per year and participation in VoEx healthcare, dental, deferred profit sharing & compensation plan per quarter, when available. VoEx anticipates commencement date for healthcare, dental, and deferred profit sharing plans will coincide with closing of Initial Equity Round. Until such commencement date, Voex will reimburse you up to $475/month for health insurance.

At Will Employment: Your employment with VOEX, Inc. is at “at-will” and is subsequently subject to at-will employment laws in effect in the state of Michigan.

Non-Disclosure, Invention Assignment, Non-Competition, and Non-Solicitation Agreement. Your employment with VoEx is subject to your execution of the standard VoEx Non-Disclosure, Invention Assignment, Non-Competition, and Non-Solicitation Agreement.

You also understand that VoEx has reserved the right to show this letter to any party, company or organization with which you become associated after you leave VoEx if there is a likelihood that such party, company or organization is in competition with VoEx.

If this agreement accurately reflects our understanding and you are in agreement with terms and conditions of this agreement, please so indicate by signing and returning the enclosed copy of this agreement.

Our offer expires at 5pm EST on December 15, 2003.

Sincerely,

/s/ Daniel G. Quandt
Daniel G. Quandt
Chief Financial Officer

	Agreed and effective the 17th day of December, 2003

	/s/ Daniel G. Quandt
	Daniel G. Quandt


	/s/ John Belanger
	John Belanger

EX-10.9 31 a2203792zex-10_9.htm EX-10.9

Exhibit 10.9

[VOEX Letterhead]

August 21, 2007

Mr. Phillip E. Bronsdon

Re: VoEX Employment Offer

Dear Phillip,

We are pleased to confirm an offer of employment with VoEX, Inc. for the position of Vice President of Operations. You will be responsible for planning, implementing and directing all initiatives, policies, and objectives associated with VoEx’s network and operational infrastructure. In addition you will be responsible for managing the network operations department budget, headcount, and attaining short term and long term operational efficiencies and enhanced network capabilities to ensure future growth. Specific position assignments and goals will be defined during your first 30 days of employment.

Your start date will be on or before Tuesday, September 4, 2007. You will report to the COO, Brent Bourne, and maintain your day-to-day business operations from the Broomfield, CO office located at 320 Interlocken Parkway. All reasonable, normal business, travel, office and entertainment expenses will be reimbursed as per the VoEX travel policy.

Below is our offer of employment:

A] Base Compensation: Upon your start date with VoEX, will be compensated at a rate of $14,583.33 per month, $175,000 annually, less applicable withholding.

Additional compensation will include:

B] Annual Performance Bonus: You will be eligible for an annual end of year performance bonus of up to 50% of your base annual salary at the time such bonus is declared. For calendar year 2007, such bonus amount will be prorated from your date of hire through December 31, 2007 and be based equally on: a) achievement of TBD individual performance goals to be mutually agreed upon during the first 30 days of your employment, and b) overall Company achievement as determined by the Company’s Board of Directors.

C] Equity: On your start date, you will granted non-qualified stock options for 100,000 shares of VoEx, Inc. common stock at a strike price equal to the then fair market value of VoEX, Inc. common shares with a 7-year expiration. Immediately upon completion of twelve (12) months continuous employment with VoEx, 25% of such options will

VOEX, Inc., 950 Tower Lane, Suite 450, Foster City, CA 94404

become vested. Beginning with the thirteenth (13th) month of continuous employment and for each subsequent month of continuous employment with VoEx, Inc., one forty-eighth (1/48th) of the Option will become vested. On the fourth anniversary of your start date, 100% of such options will be fully vested. Such grant is subject to approval by the Board of Directors of VoEX at their sole discretion.

This Grant of non-qualified common stock options in VoEX, Inc. will be issued only with full VoEX board approval and subject to the following contingencies:

If at any time your employment is terminated for any reason by either VoEX, Inc. or yourself, you forfeit all rights to any unvested options, and the expiration date of any vested options will accelerate to 90 days after such termination date. The VoEX, Inc. standard employee stock option agreement will be provided to you and executed.

D] Additional Benefits: You will be entitled to three weeks paid vacation per year and participation in VoEX, Inc.’s healthcare, dental, vision and life insurance plans.

At Will Employment: Your employment with VoEX, Inc. is at “at-will” and is subsequently subject to at-will employment laws in effect in the state of Colorado.

Non-Disclosure, Invention Assignment, Non-Competition, and Non-Solicitation Agreement. Your employment with VoEX is subject to your execution of the standard VoEX Non-Disclosure, Invention Assignment, Non-Competition, and Non-Solicitation Agreement.

Our offer expires at 5pm EDT on Wednesday, August 22, 2007.

Sincerely,

/s/ Ken Stemson

Ken Stempson
Director of Human Resources

	Agreed and effective the 22nd day of August, 2007

	/s/ Phillip Bronsdon
	Phillip Bronsdon

EX-10.10 32 a2203792zex-10_10.htm EX-10.10

Exhibit 10.10

January 11, 2011

Ray Smets

Re: IntelePeer, Inc. Board of Directors

Dear Ray,

It is my pleasure to offer you a position as an Independent Director of the IntelePeer Board of Directors which will take effect upon approval of the Board at the Company’s next board meeting.

As an Independent Director you will have the same general responsibilities to the Company as any other Director which include:

1. Providing entrepreneurial leadership of the Company within the framework of prudent and effective controls which enables risk to be assessed and managed.

2. Setting the company’s strategic aims and ensuring that the necessary financial and human resources are in place for the Company to meet its objectives.

3. Reviewing management performance.

4. Setting the Company’s values and standards and ensuring that its obligations to its shareholders and others are understood and met.

In return for your service as a Director, you will receive the following compensation:

1. Stock Option Grant for 100,000 shares of the Company’s common stock

a. Subject to appointment to the Board and to Board approval, the Director will be granted a non-qualified option to purchase 100,000 shares of the Company’s common stock (the “Option”) under the Company’s Stock Plan (the “Plan”), as amended from time to time, at an exercise price per share equal to the fair market value of one share of the Company’s common stock on the date of the grant as determined by the Board. The Option will be subject to the terms and conditions of the Plan and the standard stock option agreement provided pursuant to the Plan, which the Director will be required to sign as a condition of receiving the Option.

i. Vesting: The Option will vest over a four-year period from the effective date of the Agreement. Immediately upon completion of twelve (12) months of continuous service on the Board, 25% of such Option will become vested. Beginning with the thirteenth (13th) month of continuous service and for each subsequent month of continuous service on the Board, one forty-eighth (1/48th) of the Option will become vested. On the fourth anniversary of the effective date, 100% of such Option will be fully vested.

ii. Acceleration: If during the term of your service, there occurs a Change of Control (as defined in the Stock Option Agreement) then 100% of the then unvested common shares subject to this Option shall then vest and become immediately exercisable.

IntelePeer, Inc., 2855 Campus Drive, Suite 200, San Mateo, CA 94403 USA

Tel: 650.525.9200 Fax: 650.287.2628 Web: www.intelepeer.com

2. $25,000 Annual Cash Retainer

a. Paid quarterly in advance

3. Reimbursement of Expenses

a. The Company will reimburse all reasonable travel, lodging and out-of-pocket expenses incurred by the Director in connection with service on the Board and related activities.

The Company’s Board of Directors will meet in person approximately four (4) times per year in San Mateo, CA on the 1st month of each quarter and meet four (4) per year via teleconference on the 3rd month of each quarter. Upon going public, the Board will meet four (4) times per year in person.

You will be elected for an initial one (1) year term and throughout your tenure as a Director, you will have the opportunity to become party to the Company’s Indemnification Agreement and D & O Liability Coverage for executive officers and directors.

We are excited at the prospect of having you join IntelePeer, Inc.’s Board of Directors and believe that your extensive experience will bring great value in the role of Independent Director.

Sincerely,

/s/ Frank Fawzi

Frank Fawzi
Chairman & CEO


Accepted by:

/s/ Ray Smets

Ray Smets / January 14, 2011

EX-10.11 33 a2203792zex-10_11.htm EX-10.11

Exhibit 10.11

January 26, 2011

Larry Irving

Re: IntelePeer, Inc. Board of Directors

Dear Larry,

It is my pleasure to offer you a position as an Independent Director of the IntelePeer Board of Directors with appointment as the Chairman of the Audit Committee which will take effect upon approval of the Board at the Company’s next board meeting.

As an Independent Director you will have the same general responsibilities to the Company as any other Director which include:

1. Providing entrepreneurial leadership of the Company within the framework of prudent and effective controls which enable risk to be assessed and managed.

2. Setting the company’s strategic aims and ensuring that the necessary financial and human resources are in place for the Company to meet its objectives.

3. Reviewing management performance.

4. Setting the Company’s values and standards and ensuring that its obligations to its shareholders and others are understood and met.

In the role of Chairman of the Audit Committee, you will be responsible for creating the Audit Committee’s Charter and providing leadership to the Committee in fulfilling its duties and responsibilities, creating and managing effective working relationships among the Committee members, management and external auditors. Key Audit Committee duties and responsibilities include:

1. Overseeing the financial reporting and disclosure process.

2. Monitoring the choice of accounting policies and principles.

3. Overseeing the hiring, performance and independence of external auditors.

4. Monitoring the internal control process.

5. Discussing risk management policies and practices with management.

In return for your service as a Director, you will receive the following compensation:

1. Stock Option Grant for 100,000 shares of the Company’s common stock

a. Subject to appointment to the Board and to Board approval, you will be granted a non-qualified option to purchase 100,000 shares of the Company’s common stock (the “Option”) under the Company’s Stock Plan (the “Plan”), as amended from time to time, at an exercise price per share equal to the fair market value of one share of the Company’s common stock on the date of the grant as determined by the Board. The Option will be subject to the terms and conditions of the Plan and the standard stock option agreement provided pursuant to the Plan, which the Director will be required to sign as a condition of receiving the Option.

IntelePeer, Inc., 2855 Campus Drive, Suite 200, San Mateo, CA 94403 USA

Tel: 650.525.9200 Fax: 650.287.2628 Web: www.intelepeer.com

2. $35,000 Annual Cash Retainer

a. Paid quarterly in advance

3. Reimbursement of Expenses

a. The Company will reimburse all reasonable travel, lodging and out-of-pocket expenses incurred by the Director in connection with service on the Board and related activities.

The Company’s Board of Directors will meet in person approximately eight (8) times per year in San Mateo, CA on the 1st and 3rd months of each quarter. Post IPO, the board will meet four (4) times per year in San Mateo, CA on the 1st month of each quarter and conduct four (4) conference calls on the 3rd month of each quarter.

We are excited at the prospect of having you join IntelePeer, Inc.’s Board of Directors and believe that your extensive experience will bring great value in the role of Independent Director and Chairman of the Audit Committee.

Sincerely,

/s/ Frank Fawzi

Frank Fawzi
Chairman & CEO


Accepted by:

/s/ Larry Irving

Larry Irving / January 29, 2011

EX-10.12 34 a2203792zex-10_12.htm EX-10.12

Exhibit 10.12

[LETTER HEAD]

SUBLEASE

Sublessor:	Con-way Inc., a Delaware corporation	Subleased Premises:	2855 Campus Drive, Suite 201

Sublessee:	IntelePeer, Inc., a Delaware corporation	Date:	San Mateo, California 94403 August 1, 2008

1. Parties:

This sublease (“Sublease”) is made and entered into as of August 1, 2008, by and between Con-way Inc. (“Sublessor”), and IntelePeer, Inc. (“Sublessee”), under the Master Lease dated May 9, 2005, between Penlark, L.P., as Lessor and CNF Inc. (which changed its legal name to Con-way Inc. as of April 18, 2006) as Sublessor under this Sublease and as Lessee under the Master Lease. Sublessor hereby represents and warrants to Sublessee that to the best of Sublessor’s knowledge: (i) the Master Lease attached hereto as Exhibit A has been executed and delivered by Lessor and Sublessor and constitutes the entire agreement of the parties thereto relating to the lease of the Demised Premises; (ii) no default or breach by Sublessor or, to the best of Sublessor’s knowledge, by Lessor exists under the Master Lease; (iii) no event has occurred that, with the passage of time, the giving of notice, or both, otherwise would constitute a default or breach by Sublessor or, to the best of Sublessor’s knowledge, by Lessor under the Master Lease; and (iv) subject to the receipt of Lessor’s written consent hereto, Sublessor has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. Sublessee hereby represents and warrants to Sublessor that to the best of Sublessee’s knowledge that Sublessee has the right and power to execute and deliver this Sublease and to perform its obligations hereunder. A copy of the Master Lease is attached hereto as Exhibit “A” and incorporated herein by this reference.

2. Provisions Constituting Sublease:

2.1 This Sublease is subject to all of the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of Lessee under the Master Lease to the extent said obligations apply to the Subleased Premises and Sublessee’s use of the common areas, except as specifically set forth herein. Sublessor hereby agrees to cause Lessor, under the Master Lease, to perform all of the obligations of Lessor thereunder to the extent said obligations apply to the Subleased Premises and Sublessee’s use of the common areas. Sublessee shall not commit or permit to be committed on the Subleased Premises or on any other portion of the Project any act or omission which violates any term or condition of the Master Lease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiations of the Master Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party but, will at all times, in good faith assist in carrying out all the terms of this Sublease

and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor, (a) from assigning its interest in this Sublease or (b) exercising any other rights it has or may in the future have under the Master Lease.

Sublessor covenants as follows: (i) not to voluntarily terminate the Master Lease (except at the end of the term of the Master Lease or pursuant to an express termination right under the Master Lease); and (ii) not to modify the Master Lease so as to materially adversely affect Sublessee’s rights hereunder, without the prior written consent of Sublessee. Notwithstanding anything to the contrary in this Sublease, if at any time during the term of this Sublease, Master Landlord shall default in any of its obligations to furnish facilities, services or utilities, or to make repairs to the Premises, then Sublessor shall, upon written notice from Sublessee specifying such default, use commercially reasonable efforts to cause Lessor to cure such default as provided in the Lease.

2.2 All of the terms and conditions contained in the Master Lease are incorporated herein, except as specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease constitute the complete terms and conditions of this Sublease. The following paragraphs of the Master Lease shall not be included in this Sublease: Articles 1 (with the exception of the definition of the default rate), 2, 3 (with the exception of Section 3.3), 5, 9.6, 24.5, 24.14, 24.15 and Exhibit A. Notwithstanding anything in this Sublease or the Master Lease to the contrary, Sublessee shall be required, at its own cost and expense, to obtain and maintain in full force and effect at all times during the term of this Sublease appropriate worker’s compensation insurance and insurance for its personal property.

3. Subleased Premises:

Sublessor leases to Sublessee and Sublessee leases from Sublessor the Subleased Premises upon all of the terms, covenants and conditions contained in this Sublease. The Subleased Premises consist of approximately 6,680 rentable square feet, located on the second (2nd) floor of 2855 Campus Drive, San Mateo, California as shown and described in Exhibit “B”.

4. Rent:

Upon execution of this Agreement, Sublessee shall pay to Sublessor as Rent for the Subleased Premises the sum of Sixteen thousand two hundred fifty and 00/100 Dollars ($16,250.00 Full Service), representing the third (3rd) month’s rent. Thereafter, rent shall be in accordance with the following schedule:

Months		Amount per square foot/Full Service
1-2		$0
3 – 12		$3.25 ($16,250.00 per month - rent based on 5,000 RSF)
13 – 24		$3.35 ($22,378.00 per month)
25 – 36		$3.45 ($23,046.00 per month)
37 – 48		$3.55 ($23,714.00 per month)
49 – 59		$3.65 ($24,382.00 per month)

The rental amount shall be paid, without deductions, offset, prior notice or demand, to Sublessor at the following address: Beverly Eubanks, Con-way Enterprise Services Inc., 1717 NW 21st Avenue, Portland, OR 97209. If the commencement date or the termination date of the Sublease occurs on a date other than the first day or the last day, respectively, of a calendar month, then the Rent for such partial month shall be prorated and the prorated Rent shall be payable on the Sublease commencement date or on the first day of the calendar month in which the Sublease termination date occurs, respectively.

5. Operating Expenses:

The Sublease shall be full service in nature. Sublessee shall be responsible for its pro-rata share of any increases in the operating expenses over and above a base year of 2009. Sublessee shall be responsible for all charges, based on actual usage, related to after-hours HVAC usage within the Premises, in accordance with the normal business hours for the Subleased Premises set forth in Section 21 below. Sublessee’s Pro Rata Share shall be determined in the same manner as Sublessor’s Pro Rata Share is determined under the Master Lease, except that for the purposes of such calculation, the Demised Premises shall be the Subleased Premises under this Sublease (i.e., comprising 6,680 square feet of space). Accordingly, Sublessee’s Pro Rata Share is 9.08%. For the avoidance of doubt, Sublessee’s share of the space Sublessor leases under the Master Lease is 13.56%. Also for the avoidance of doubt, Sublessee agrees that it is responsible for setting up and maintaining telephone and internet service in its own name during the term of this Sublease.

6. Security Deposit:

Upon execution of this Agreement, Sublessee shall pay to Sublessor $50,000.00 as a non-interest bearing Security Deposit. Sublessor shall not be required to hold the Security Deposit in a separate bank account and may commingle the Security Deposit with other funds. In the event Sublessee has performed all of the terms and conditions of this Sublease during the term hereof, Sublessor shall return to Sublessee, within ten (10) days after Sublessee has vacated the Subleased Premises, the Security Deposit less any sums due and owing to Sublessor.

7. Rights of Access and Use:

7.1 Use:

Sublessee shall use the Subleased Premises only for those purposes permitted in the Master Lease, unless Sublessor and Master Lessor consent in writing to other uses prior to the commencement of this Sublease.

7.2 Furniture:

Sublessee shall have use of the existing cubicles and office furniture during the sublease term at no additional charge. An inventory list of the cubicles and furniture is attached hereto as

Exhibit “C”. Sublessee shall maintain the cubicles and furniture in good condition and shall leave said items to Sublessor at the termination of the sublease term in the same condition as received, excepting normal wear and tear.

8. Sublease Term:

8.1 Sublease Term:

The Sublease Term shall be for the period commencing on October 1, 2008, and continuing through August 31, 2013. In no event shall the Sublease Term extend beyond the Term of the Master Lease. Sublessee shall have rent-free early access to the Premises two (2) weeks prior to the Commencement Date for the purpose of office set-up, provided that Sublessee does not interfere with Sublessor’s ability to complete the Tenant Improvements in a timely manner.

8.2 Inability to Deliver Possession:

In the event Sublessor is unable to deliver possession of the Subleased Premises at the commencement of the term, Sublessor shall not be liable for any damage caused thereby nor shall this Sublease be void or voidable, but Sublessee shall not be liable for Rent until such time as Sublessor delivers possession of the Subleased Premises to Sublessee, but the term hereof shall not be extended by such delay. If Sublessee, with Sublessor’s consent, takes possession prior to commencement of the term, Sublessee shall do so subject to all the covenants and conditions hereof and shall pay Rent for the period ending with commencement of the term at the same rental as that prescribed for the first month of the term prorated at the rate of 1/30th thereof per day. In the event Sublessor has been unable to deliver possession of the Subleased Premises within thirty (30) days from the commencement date, Sublessee, at Sublessee’s option, may terminate this Sublease.

9. Notices:

All notices, demands, consents and approvals which may or are required to be given by either party to the other hereunder shall be given in the manner provided in the Master Lease at the addresses shown below. Sublessor shall notify Sublessee of any Event of Default under the Master Lease, or of any other event of which Sublessor has actual knowledge which will impair Sublessee’s ability to conduct its normal business at the Subleased Premises, as soon as reasonably practicable following Sublessor’s receipt of notice from the Lessor of an Event of Default or actual knowledge of such impairment.

Sublessor’s Address:	2855 Campus Drive, Ste. 300	Sublessee’s Address:	2855 Campus Drive, Ste. 201
	San Mateo, CA 94403		San Mateo, CA 94403
Attn:	Jennifer W. Pileggi	Attn:	Andre Simone
Phone Number:	(650) 378-5326	Phone Number:	(650) 235-8503
E-mail:	Pileggi.Jennifer@Con-way.com	E-Mail:	asimone@IntelePeer.com

10. Broker Fee:

Upon execution of the Sublease, Sublessor shall pay Cornish & Carey Commercial, a licensed real estate broker the sum of $63,231.52 for brokerage services rendered by Broker to Sublessor in this transaction. Said Broker Fee shall be split equally by Cornish & Carey Commercial and NAI BT Commercial.

11. Broker Representation:

The only Brokers involved in this Sublease are Cornish & Carey Commercial representing Sublessor and NAI BT Commercial representing Sublessee. Each party warrants and represents to the other that, except as provided in the two preceding sentences, such party has retained no broker or other party that is entitled to any fee or commission in connection with this Sublease, and such party agrees to indemnify, defend and hold harmless the other party from any and all liabilities, claims or damages arising out of such party’s breach of the foregoing warranty and representation.

12. Compliance with Americans With Disabilities Act:

Sublessee shall be responsible for the installation and cost of any and all improvements, alterations or other work required on or to the Subleased Premises or to any other portion of the property and/or building of which the Subleased Premises are a part, required or reasonably necessary because of: (I) Sublessee’s particular use of the Subleased Premises or any portion thereof not related to general office use; (2) the use by a Sublessee by reason of assignment or sublease; or (3) both, including any improvements, alterations or other work required under the Americans With Disabilities Act of 1990. Compliance with the provisions of this Section 12 shall be a condition of Sublessor granting its consent to any assignment or Sublease of all or portion of this Sublease and the Subleased Premises described in this Sublease.

13. Compliance with Nondiscrimination Regulations:

It is understood that it is illegal for Sublessor to refuse to display or sublease the Subleased Premises or to assign, surrender or sell the Master Lease, to any person because of race, color, religion, national origin, sex, sexual orientation, marital status or disability.

14. Toxic Contamination Disclosure:

Sublessor and Sublessee each acknowledge that they have been advised that numerous federal, state, and/or local laws, ordinances and regulations (Laws) affect the existence and removal, storage, disposal, leakage of and contamination by materials designated as hazardous or toxic (Toxics). Many materials, some utilized in everyday business activities and property maintenance, are designated as hazardous or toxic.

Some of the Laws require that Toxics be removed or cleaned up by landowners, future landowners or former landowners without regard to whether the party required to pay for “clean up” caused the contamination, owned the property at the time the contamination occurred or even knew about the contamination. Some items, such as asbestos or PCBs, which were legal when installed, now are classified as Toxics and are subject to removal requirements. Civil lawsuits for damages resulting from Toxics may be filed by third parties in certain circumstances.

Sublessor and Sublessee each acknowledge that Broker has no specific expertise with respect to environmental assessment or physical condition of the Subleased Premises, including, but not limited

to, matters relating to: (i) problems which may be posed by the presence or disposal of hazardous or toxic substances on or from the Subleased Premises, (ii) problems which may be posed by the Subleased Premises being within the Special Studies Zone as designated under the Alquist-Priolo Special Studies Zone Act (Earthquake Zones), Section 2621 – 2630, inclusive of California Public Resources Code, and (iii) problems which may be posed by the Subleased Premises being within a HUD Flood Zone as set forth in the U.S. Department of Housing and Urban Development “Special Flood Zone Area Maps”, as applicable.

Sublessor and Sublessee each acknowledge that Broker has not made an independent investigation or determination of the physical or environmental condition of the Subleased Premises, including, but not limited to, the existence or nonexistence of any underground tanks, sumps, piping, toxic or hazardous substances on the Subleased Premises. Sublessee agrees that it will rely solely upon its own investigation and/or the investigation of professionals retained by it or Sublessor, and neither Sublessor nor Sublessee shall rely upon Broker to determine the physical and environmental condition of the Subleased Premises or to determine whether, to what extent or in what manner, such condition must be disclosed to potential sublessees, assignees, purchasers or other interested parties. Sublessee shall have no responsibility or liability for the remediation of hazardous materials present on or under the Subleased Premises or the Building, except to the extent such presence is caused by the acts or omissions of Sublessee or Sublessee’s employees, agents or contractors.

15. Tenant Improvements:

Sublessor, at Sublessor’s expense, shall perform the following Tenant Improvements per the attached Exhibit “B”. Notwithstanding anything to the contrary in this Sublease or the Master Lease, Sublessee shall not be required to remove the Tenant Improvements.

1) Demise the Subleased Premises

2) Provide exclusive access to the kitchen area off of the proposed interior corridor

3) Create one (1) small server closet with dedicated HVAC (Sublessee shall be responsible for its own wiring costs)

16. Signage:

Sublessee, at Sublessee’s sole cost and expense, shall have rights to its pro-rata share of the building standard lobby signage.

17. Parking:

In accordance with the terms of the Master Lease, Sublessee shall have the use of its pro-rata share of the parking at no charge throughout the term of this Sublease.

18. Assignment & Subleasing:

In accordance with the terms of the Master Lease, Sublessor agrees that Sublessee may sub-sublease all or a portion of the Subleased Premises to tenants reasonably acceptable to Sublessor and Lessor. Any profits, after all relevant costs, fees, expenses and commissions have been paid and the terms of Section 15.1(F) of the Master Lease have been fulfilled, shall be split 50/50 between Sublessor and Sublessee. Sublessor agrees to use its best efforts to work with Lessor to (i) clarify in writing any

inconsistencies between Sections 15.1(A) and 15.1(G) of the Master Lease and (ii) obtain Lessor’s consent to amend this Sublease to include parallel clarifying language.

19. Option to Terminate:

Sublessee shall have a one-time right to terminate the sublease effective on the last day of the thirty sixth (36th) month of the Sublease term by providing no less than six (6) months written notice to Sublessor and payment of a termination fee in the amount of fifty thousand dollars ($50,000.00). Such termination fee shall be paid by Sublessee to Sublessor no later than 180 days after the date of such written notice of termination.

20. Access Control / Security:

Subject to Sublessor’s and Lessor’s review and written approval, Sublessee shall have the right to install a controlled access (card key) system to secure the Subleased Premises.

21. Building Access:

In accordance with Article I of the Master Lease, normal business hours for the Building are Monday through Friday: 7:00 A.M. to 6:00 P.M. Sublessee shall have 24/7 access to the Premises.

22. Consent of Master Landlord: This Sublease shall not be operative or deemed effective for any purpose whatsoever unless and until the written consent of Lessor to this Sublease has been obtained (the “Consent”). Promptly following execution and delivery hereof; Sublessor will submit this Sublease to Lessor for such Consent. Sublessee agrees that it shall cooperate in good faith with Sublessor and shall comply with any reasonable request made of Sublessee by Sublessor or Lessor in connection with the procurement of the Consent. In the event the Consent is not delivered to Sublessee on or before the date occurring fifteen (15) Business Days after the date that this Sublease is fully executed and delivered to Lessor or any reason other than Sublessee’s failure to cooperate in good faith with efforts to obtain such Consent, Sublessee may, in its sole discretion, cancel this Sublease by giving written notice to Sublessor and Lessor before the Consent is actually delivered to Sublessee.

23. Indemnification: Sublessor shall indemnify, protect, defend (with counsel reasonably acceptable to Sublessee) and hold Sublessee harmless from any claims, damages, liabilities, judgments, costs or expenses, which may be asserted against Sublessee arising from injury to, or death of, any person or persons or damage to, or destruction of, any property occurring in or about the Subleased Premises to the extent caused by Sublessor’s negligence or willful misconduct related to the entry onto the Subleased Premises or to the extent arising prior to the Commencement Date of this Sublease, or the breach of this Sublease or the Master Lease by Sublessor. The foregoing indemnity shall survive the expiration or earlier termination of this Sublease.

Sublessee shall indemnify, protect, defend (with counsel reasonably acceptable to Sublessor) and hold Sublessor harmless from any claims, damages, liabilities, judgments, costs or expenses, which may be asserted against Sublessor arising from injury to, or death of, any person or persons or damage to, or

destruction of, any property occurring in or about the Subleased Premises to the extent caused by Sublessee’s negligence or willful misconduct related to the Subleased Premises, or the breach of this Sublease by Sublessee. The foregoing indemnity shall survive the expiration or earlier termination of this Sublease.

24. Waiver of Subrogation: Notwithstanding any provision to the contrary in the Master Lease or Section 23 above„ Sublessor, Sublessee, and (to the extent agreed to by Lessor pursuant to the Consent attached hereto) Lessor each (i) hereby waives all claims for loss or damage to property such party may have against the other to the extent such claims are covered by a commercial property insurance policy carried or required to be carried under the Master Lease, and (ii) shall cause their respective insurers to similarly waive all rights of recovery against the others, and against the officers, employees, partners, agents and representatives of the others, for loss of or damage to the property of the waiving party, to the extent such loss or damage is (or would have been) insured against under any insurance policy carried (or required to be carried) by Lessor, Sublessor, or Sublessee hereunder. Each of Sublessee, Sublessor, and (to the extent agreed to by Lessor pursuant to the Consent attached hereto) Lessor shall obtain a clause or endorsement to the applicable insurance policies carried by such party denying its insurer any rights of subrogation against the other parties.

25. Confidentiality: The parties acknowledge that, during the term of this Sublease, Sublessee and Sublessor may have access to or acquire, through observation or otherwise, confidential information about the other party, including without limitation business or strategic plans, trade secrets, financial information, sales information or other information regarding such party’s business (“Confidential Information”). Sublessor and Sublessee each acknowledge that the other party’s Confidential Information is the confidential and proprietary information of such party and agree to maintain the other party’s Confidential Information in strict confidence, not use such party’s Confidential Information for its own benefit, and not disclose it to third parties. A party’s obligations hereunder shall not apply to any information which (a) was in the receiving party’s possession prior to any disclosure by the disclosing party; (b) was in the public domain prior to disclosure; (c) subsequently comes into the public domain not due to any unauthorized act or omission on the receiving party’s part; (d) is obtained in good faith from third parties who rightfully disclose the information without restriction; (e) is released by the disclosing party in writing; or (f) is required to be disclosed pursuant to subpoena or other legal process (provided the receiving party gives the disclosing party notice and an opportunity to obtain appropriate protective orders). In the event of a breach or threatened breach of this Section, the disclosing party will be entitled to injunctive relief or similar remedy to specifically enforce the obligations set forth in this Section.

IN WITNESS WHEREOF, the undersigned Sublessor and Sublessee have executed this Sublease as of the date first set forth above.

Sublessor: Con-way Inc.


By:	/s/ Jennifer W. Pileggi	Date:	8/19/08
	Jennifer W. Pileggi
	Senior Vice President,
	General Counsel and Secretary


Sublessee: Intelepeer, Inc.


By:	/s/ Andre Simone	Date:	8/18/08
	Andre Simone, CFO

NOTICE TO SUBLESSOR AND SUBLESSEE: CORNISH & CAREY COMMERCIAL, IS NOT AUTHORIZED TO GIVE LEGAL OR TAX ADVICE; NOTHING CONTAINED IN THIS SUBLEASE OR ANY DISCUSSIONS BETWEEN CORNISH & CAREY COMMERCIAL AND SUBLESSOR AND SUBLESSEE SHALL BE DEEMED TO BE A REPRESENTATION OR RECOMMENDATION BY CORNISH & CAREY COMMERCIAL, OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENT OR ANY TRANSACTION RELATING THERETO. ALL PARTIES ARE ENCOURAGED TO CONSULT WITH THEIR INDEPENDENT FINANCIAL CONSULTANTS AND/OR ATTORNEYS REGARDING THE TRANSACTION CONTEMPLATED BY THIS PROPOSAL.

Exhibit “A” Master Lease

Exhibit “B” Premises

Exhibit “C” Furniture Inventory

LESSOR CONSENT:

The undersigned, Penlark, L.P., as lessor (“Lessor”) under that certain Lease Agreement dated May 9, 2005 (the “Master Lease”) with CNF Inc. (which changed its legal name to Con-way Inc. as of April 18, 2006) (“Sublessor”) for certain premises located at 2855 Campus Drive, San Mateo, California, hereby consents to the entering into of the foregoing Sublease dated as of August 1, 2008 (the “Sublease”) between Sublessor and IntelePeer, Inc., as sublessee (“Sublessee”) and waives any right it may have to terminate the Master Lease or retake the Sublease Premises as a result thereof.

Except as set forth above, nothing contained herein shall: (a) operate as a representation or warranty by Lessor, and Lessor shall not be bound or estopped in any way by the provisions of the Sublease; (b) be construed to modify, waive, impair or effect (i) any of the terms or conditions of the Master Lease or any of Sublessor’s obligations thereunder, or (ii) any rights or remedies of Lessor thereunder or otherwise, and all provisions, covenants, agreements, terms and conditions of the Master Lease are hereby declared to be in full force or effect; or (c) be construed to modify, waive, impair, or affect any present or future breach or default on the part of Sublessor or Sublessee under the Master Lease or otherwise.

In case of any conflict between any of the provisions of the Master Lease or this Consent and the provisions of the Sublease, the provisions of the Master Lease and this Consent shall prevail unaffected by the Sublease. Neither the Sublease nor the Lessor’s consent hereunder shall release or discharge Sublessor from any liability or obligation under the Master Lease, and Sublessor shall remain liable and responsible for the full performance and observance of all provisions of the Master Lease. Any breach or violation of any provisions of the Master Lease beyond any applicable cure period (whether by act or by omission) by Sublessee shall be deemed to be and shall constitute a default by Sublessor in fulfilling provisions, and, in such event, Lessor may exercise its rights and remedies under the Master Lease in the case of such a default.

LESSOR: Penlark, L.P.

By:	/s/ Karen Pell		Date:	8/20/08
	Karen Pell

Penlark, L.P.

as Landlord

AND

CNF Inc.,

as Tenant

LEASE AGREEMENT

Dated: May 9, 2005

Building:		2855 Campus Drive
		San Mateo, California

TABLE OF CONTENTS

ARTICLE			Page

ARTICLE I REFERENCE DATA AND DEFINITIONS			1

ARTICLE II DEMISED PREMISES AND TERM			3
	2.1	Demised Premises	3
	2.2	Term	3
	2.3	Tenant’s Entry upon Demised Premises before Commencement Date	3
	2.4	Option to Renew	4

ARTICLE III RENT AND SECURITY DEPOSIT			6
	3.1	Monthly Fixed Rent	6
	3.2	Additional Rent	6
	3.3	Past Due Rent	6
	3.4	Security Deposit	7
	3.5	Rent Payments	7

ARTICLE IV TENANT’S SHARE OF OPERATING COSTS AND TAXES			7
	4.1	Definitions	7
	4.2	Tenant’s Payment of Increased Operating Costs and Taxes	9
	4.3	Refunds; Other Items	10

ARTICLE V COMPLETION AND OCCUPANCY OF DEMISED PREMISES			11
	5.1	Completion of Demised Premises	11
	5.2	Occupancy of Demised Premises	12

ARTICLE VI CONDUCT OF BUSINESS BY TENANT			12
	6.1	Use of Demised Premises	12
	6.2	Compliance with Laws and Requirements of Public Authorities	12
	6.3	Rules and Regulations	14

ARTICLE VII COMMON AREA			14
	7.1	Control of Common Area	14

ARTICLE VIII REPAIRS, ALTERATIONS AND MECHANICS’ LIENS			15
	8.1	Repairs	15
	8.2	Alterations	16
	8.3	Mechanics’ Liens	16

ARTICLE IX UTILITIES AND BUILDING SERVICES			17
	9.1	Heating, Ventilating and Air Conditioning	17
	9.2	Cleaning Service	17
	9.3	Electricity	17
	9.4	Interruption of Services	19
	9.5	Overtime Services	19

	9.6	Signage	19

ARTICLE X PROPERTY AND OTHER TAXES			20
	10.1	Tenant’s Property	20
	10.2	Increased Value of Improvements	20

ARTICLE XI INSURANCE AND INDEMNITY			20
	11.1	Tenant’s Insurance	20
	11.2	Indemnity and Non-Liability	21
	11.3	Waiver of Subrogation	22
	11.4	Landlord’s Insurance	23

ARTICLE XII DAMAGE BY CASUALTY			23
	12.1	Notice	23
	12.2	Restoration of Improvements	23
	12.3	Damage During Last Year of Lease Term	24

ARTICLE XIII EMINENT DOMAIN			25
	13.1	Taking of Demised Premises	25
	13.2	Partial or Temporary Taking of Building	25
	13.3	Surrender	25
	13.4	Rent Adjustment for Partial Taking of Demised Premises	25
	13.5	Awards	26
	13.6	Waiver	26

ARTICLE XIV RIGHTS RESERVED TO LANDLORD			26
	14.1	Access to Demised Premises	26
	14.2	Additional Rights	27

ARTICLE XV ASSIGNMENT AND SUBLETTING			28
	15.1	Consent Required	28

ARTICLE XVI BANKRUPTCY			30
	16.1	Bankruptcy	30
	16.2	Measure of Damages	30

ARTICLE XVII DEFAULT			30
	17.1	Events of Default	30
	17.2	Damages	31
	17.3	Waiver of Jury Trial	33
	17.4	Default by Landlord	33

ARTICLE XVIII SURRENDER			33
	18.1	Possession	33
	18.2	Merger	33

ARTICLE XIX HOLDING OVER			34
	19.1	Holding Over	34

ARTICLE XX REMEDIES CUMULATIVE			34
	20.1	No Waiver	34

ARTICLE XXI ESTOPPEL CERTIFICATE, SUBORDINATION, ATTORNMENT			34
	21.1	Estoppel Certificate	34
	21.2	Subordination	34
	21.3	Attornment	35
	21.4	Mortgages	35

ARTICLE XXII QUIET ENJOYMENT			36
	22.1	Quiet Enjoyment	36

ARTICLE XXIII NOTICES			36
	23.1	Notices	36

ARTICLE XXIV MISCELLANEOUS PROVISIONS			36
	24.1	Time	36
	24.2	Applicable Law and Construction	36
	24.3	Parties Bound	37
	24.4	No Representations by Landlord	37
	24.5	Brokers	37
	24.6	Severability	37
	24.7	Force Majeure	37
	24.8	Definition of Landlord	37
	24.9	No Option	38
	24.10	Exculpatory Clause	38
	24.11	No Recording	38
	24.12	No Light, View or Air Easements	38
	24.13	Financial Statements	38
	24.14	Right of First Offer	38
	24.15	Satellite Dish	39

EXHIBITS

EXHIBIT A	PLAN SHOWING TENANT’S SPACE
EXHIBIT B	INTENTIONALLY DELETED
EXHIBIT C	RULES AND REGULATIONS

iii

LEASE

This Lease is made between Landlord and Tenant named in Article 1 as of the date set forth therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:

ARTICLE I

REFERENCE DATA AND DEFINITIONS

The following are definitions of terms used in this Lease, and each reference in this Lease to any of the following subjects shall be construed to incorporate the data, terms, covenants and provisions stated for that subject in this Article 1, subject to the terms of the balance of this Lease:

DATE OF EXECUTION OF THIS LEASE:	April , 2005

LANDLORD:	Penlark L.P.

LANDLORD’S ADDRESS:	Karen Pell Pell Development Company 100 Smith Ranch Road, Suite 325 San Rafael, CA 94903 Telephone: (415) 491-0901 Facsimile: (415) 491-1431

TENANT:	CNF Inc.

STATE OF TENANT’S FORMATION/INCORPORATION:	a Delaware corporation

TENANT’S ADDRESS:	CNF Inc. 2855 Campus Drive San Mateo, CA 94403

DEMISED PREMISES:	The entire second and third floors of 2855 Campus Drive, as shown on Exhibit A, agreed for all purposes of this Lease to be 49,266 square feet.

LAND:	The Land on which the Building and Common Areas are located.

BUILDING:	2855 Campus Drive San Mateo, CA 94403

PROPERTY:	The Land, the Building and all other improvements located on the Land, including, without limitation, parking areas, driveways, walkways and landscaped areas.

SCHEDULED COMMENCEMENT DATE:	September 1, 2005

SCHEDULED EXPIRATION DATE:	August 31, 2013

TERM:	8 Years; provided that the Term shall include the Renewal Term which becomes effective as provided in this Lease.

RENEWAL TERM:	Two (2) renewal terms of five (5) years each.

MONTHLY FIXED RENT:	Initial Term:
	Months 1-12	— psf
	Months 13-24	— psf
	Months 25-36	— psf
	Months 37-48	— psf
	Months 49-60	— psf
	Months 61-72	— psf
	Months 73-84	— psf
	Months 85-96	— psf

TENANT’S PROPORTIONATE SHARE:	67%

BASE YEAR	2006

DEFAULT RATE:	The lesser of (1) ten percent (10%) per annum, or (2) the maximum rate of interest permitted by law.

SECURITY DEPOSIT AMOUNT:

NORMAL BUSINESS HOURS:	Monday through Friday: 7:00 A.M. to 6:00 P.M.

BROKER	Cornish and Carey Commercial and BT Commercial

ARTICLE II

DEMISED PREMISES AND TERM

2.1 Demised Premises. Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord, the Demised Premises, upon and subject to the covenants, agreements, terms, conditions, limitations, exceptions and reservations of this Lease.

2.2 Term.

(A) The Term and Tenant’s obligation to pay Rent shall commence on the earlier to occur of (the “Commencement Date”) (i) the date that the Demised Premises are available for occupancy, as provided in Section 5.1, or (ii) the date on which Tenant or anyone claiming by, under or through Tenant shall first occupy any portion of the Demised Premises for any purpose other than as provided in Section 2.3, or (iii) the date determined in accordance with the fourth sentence of Section 5.1; and shall end, unless sooner terminated, or extended, as herein provided or pursuant to law, at the close of business on the Scheduled Expiration Date. Notwithstanding the previous sentence, in no event shall the Commencement Date occur earlier than September 1, 2005. If for any reason, other than by reason of any event described in the third sentence of Section 5.1, the Demised Premises are not Substantially Complete (as defined below) by the Scheduled Commencement Date, Landlord shall not be liable for any claims, damages or liabilities in connection therewith or by reason thereof, nor shall the same make this Lease void or voidable, but the Expiration Date shall be extended to a date which shall allow the term of this Lease to be a complete Term (the later of the Scheduled Expiration Date or the date determined pursuant to this sentence being the “Expiration Date”). “Substantially Complete” shall mean that Landlord’s Work is sufficiently complete in accordance with the Plans (as defined in Section 5.1) so that Tenant may occupy the Demised Premises for its intended use. The foregoing notwithstanding, subject to extensions of the October 1, 2005 date caused by a Tenant Delay (as defined in Section 5.1), delays in governmental approvals of Tenant’s Plans and/or an event of force majeure, if Landlord fails to deliver the Demised Premises to Tenant, with Landlord’s Work substantially complete, on or before October 1, 2005, Monthly Fixed Rent shall abate for two (2) days for each day delivery of the Demised Premises is delayed beyond October 1, 2005. There shall be no abatement of Monthly Fixed Rent in the event the October 1, 2005 date is extended due to a Tenant Delay.

(B) Following the Commencement Date, the parties shall, at either party’s request, execute a supplemental agreement to become a part hereof setting forth the Commencement Date and Expiration Date of the Term, as determined under the provisions of this Article 2. The parties’ failure to execute such supplemental agreement shall in no way affect Tenant’s obligation to perform under this Lease.

2.3 Tenant’s Entry upon Demised Premises before Commencement Date. Provided that Tenant complies at all times with the provisions and requirements of this Lease (other than the obligation to pay Monthly Fixed Rent and, except as provided for below, the obligation to pay Additional Rent (as defined in Section 3.2 hereof)), Tenant may enter upon the Demised Premises four (4) weeks prior to the Commencement Date to install trade fixtures and furnishings and to make the Demised Premises ready for the conduct of Tenant’s business,

provided, however, that Tenant does not interfere with Landlord’s Work (as defined in Section 5.1), if any, and provided further that such contractors as Tenant may engage to undertake such installations and other preparatory work shall be subject to Landlord’s written approval prior to engagement. However, Tenant acknowledges that construction will still be ongoing and Landlord does not assume responsibility for the availability of any services during the period prior to the Commencement Date.

2.4 Option to Renew. Provided that Tenant is not in default hereunder beyond the applicable cure period on the date of the Notice to Renew (as hereinafter defined) or on the Expiration Date and on each such date shall be in occupancy of all or a portion of the Demised Premises, Tenant shall have the right to extend the Term, as to the portion of the Demised Premises then occupied by Tenant, for the Renewal Terms described in Article 1 hereof, upon the same terms and conditions as are herein provided, except that (a) Monthly Fixed Rent during the Renewal Term shall be at an annual rate equal to ninety-five percent (95%) of the annual Fair Market Rent (as hereinafter defined) for the Premises for the first year of the Renewal Term, with annual increases thereafter as set forth in Landlord’s Fair Market Rent Notice, (b) Tenant shall have no option to renew this Lease beyond the expiration of the second Renewal Term, and (c) the Premises shall be delivered in their existing condition (on an “as is” basis) at the time the Renewal Term commences. Such right shall be exercised by Tenant by giving notice (the “Notice to Renew”) to Landlord not less than two hundred seventy (270) days and not more than three hundred sixty-five (365) days prior to the Expiration Date of the initial Term or first Renewal Term, as the case may be. Tenant may not exercise the second Renewal Term unless it has exercised the first Renewal Term. Time shall be of the essence for the exercise of each option and once exercised the Notice to Renew may not be rescinded by Tenant. The renewal options set forth in this Section 2.4 are personal to CNF, Inc. and shall not inure to the benefit of any third party other than pursuant to a Permitted Transfer.

(A) For the purposes of this Section 2.4, “Fair Market Rent” shall mean the Monthly Fixed Rent that would be paid by a willing tenant, not compelled to lease, and accepted by a willing landlord, not compelled to lease, for the Demised Premises as of the pertinent date in the City of San Mateo, California, with similar amenities, taking into consideration the following: size, location, proposed term and services provided. Fair Market Rent shall be determined by Landlord in a notice (“Fair Market Rent Notice”) delivered to Tenant not later than three (3) months prior to the commencement of the Renewal Term.

(B) In the event Tenant shall elect to dispute Landlord’s determination of the Fair Market Rent, Tenant shall be required to notify Landlord of such dispute in writing (the “Dispute Notice”) within thirty (30) days after delivery to Tenant of the Fair Market Rent Notice. Failure by Tenant to so notify Landlord of Tenant’s dispute of the amount thereof shall be deemed to constitute Tenant’s acceptance thereof. If Tenant shall timely notify Landlord of Tenant’s dispute, then the determination of Fair Market Rent shall be determined by arbitration as hereinafter set forth. If such arbitration concerning Fair Market Rent shall not be concluded prior to the commencement of the Renewal Term, Tenant shall nevertheless pay Monthly Fixed Rent and all Additional Rent to Landlord with respect thereto from and after the commencement of the Renewal Term, which shall include Monthly Fixed Rent as specified in the Fair Market Rent Notice. If the Fair Market Rent for the first year of the Renewal Term as determined by arbitration is greater than or less than that specified in the Fair Market Rent Notice, then such

adjustment as shall be needed to correct the amount previously paid by Tenant on such overpaid or underpaid amount, as the case may be, computed from the date of such overpayment or underpayment, as the case may be, to the date of refund or payment, as appropriate shall be made in a payment by the appropriate party within thirty (30) days after the arbitration determination.

(C) In the event that arbitration of the Fair Market Rent shall be required pursuant to this Section 2.4, then the following procedures shall apply:

(i) If Landlord or Tenant desires to invoke the arbitration procedure set forth in this Section 2.4, the party invoking the arbitration procedure shall give a notice to the other party and shall in such notice appoint a person as arbitrator on its behalf. The arbitrator shall be either a licensed real estate broker or a real estate appraiser with an MAI designation and in either case with at least ten (10) years full-time experience in San Mateo County. Within thirty (30) days after such notice, the other party, by notice to the original party, shall appoint a second person meeting the above qualifications as arbitrator on its behalf; provided, however, that:

(1) If the second arbitrator shall not have been appointed within the thirty (30) day period as aforesaid, the first arbitrator shall proceed to determine such matter and shall render his decision and award in writing within thirty (30) days after the expiration of said thirty (30) day period; and

(2) If the two arbitrators are appointed by the parties and shall be unable to agree, within ten (10) days after the appointment of the second arbitrator, the two arbitrators shall appoint a third arbitrator with the above qualifications and shall give notice to the parties of such failure to agree. If the arbitrators fail to agree upon the selection of the third arbitrator within ten (10) days after the arbitrators appointed by the parties give notice as aforesaid, then within five (5) days thereafter either of the parties upon notice to the other party may apply to the Presiding Judge of San Mateo County (the “Court”), for the appointment of such arbitrator and the other party shall not raise any question as to the Court’s full power and jurisdiction to entertain the application and make the appointment.

(ii) Within thirty (30) days after the selection of the third arbitrator, the third arbitrator shall conduct its own investigation after receiving all of the pertinent documentation and other evidence in support of the first two arbitrators’ appraisals, and make an independent determination of the Fair Market Rent for the Renewal Term. Within ten (10) days following the end of the thirty (30)-day period, the three arbitrators shall meet and the third arbitrator shall deliver its determination of Fair Market Rent to the other arbitrators. The Fair Market Rent for the Renewal Term shall be equal to the average of the two closest appraisals; provided, however, if the difference between the lowest and the highest appraisal for the Renewal Term varies by more than ten percent (10%) from the middle appraisal, the middle appraisal shall be the Fair Market Rent for the Renewal Term.

(iii) Such decision and award or the decision and award of the single arbitrator as provided in this Section 2.4, shall be binding and conclusive on the parties, shall constitute an “award” by the arbitrator within the meaning of applicable law, and counterpart copies thereof shall be delivered to each of the parties. In rendering such decision

and award, the arbitrators shall not add to, subtract from or otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of the arbitrators so rendered in any court of competent jurisdiction.

(iv) Each party shall pay the fees and expenses of the arbitrator appointed by such party and the fees and expenses of the third arbitrator and all other expenses of the arbitration (other than the fees and disbursements of attorneys or witnesses for each party) shall be borne by the parties equally.

ARTICLE III

RENT AND SECURITY DEPOSIT

3.1 Monthly Fixed Rent. Tenant shall pay to Landlord, without any prior demand therefor and without any deduction or set-off whatsoever, except as specifically set forth in the Lease, the Monthly Fixed Rent set forth in Article 1, in advance on the first day of each and every calendar month during the Term; provided, however, Monthly Fixed Rent for 12,316 square feet of the Demised Premises shall be abated through February 29, 2006, at which time full Monthly Fixed Rent shall become due and payable. Tenant shall pay to Landlord upon execution of this Lease an amount equal to Monthly Fixed Rent for the first month of the Term, which amount shall be held by Landlord without interest and applied to Tenant’s first full Monthly Fixed Rent obligation.

3.2 Additional Rent. Any sums or charges to be paid by Tenant pursuant to the provisions of this Lease, other than the Monthly Fixed Rent, shall be designated as “Additional Rent” and shall be paid within five business (5) days after Landlord gives notice that payment is due, unless otherwise provided in this Lease. Landlord shall have the same rights against Tenant for default in payment of Additional Rent as for default in payment of the Monthly Fixed Rent. As used in this Lease, the term “Rent” shall mean the Monthly Fixed Rent and Additional Rent.

3.3 Past Due Rent.

(A) If Tenant shall fail to pay any installment of Rent before the sixth day after such Rent is due and payable, Tenant shall, upon receipt of notice from Landlord, pay a charge (the “Late Charge”) which shall be three percent (3%) of the amount of such unpaid installment of Rent. The parties agree that the amount of such Late Charge represents a reasonable estimate of the cost and expense that will be incurred by Landlord in processing each delinquent payment of Rent by Tenant and that such Late Charge shall be paid to Landlord as liquidated damages for each delinquent payment.

(B) Any amount due from Tenant to Landlord which is not paid within five (5) days following the date when due shall bear interest at the Default Rate from the date such payment is due, until paid. Payment of such interest shall not excuse or cure any default by Tenant under this Lease. The parties agree that the payment of interest and the payment of Late Charges provided for in Section 3.3 are distinct and separate from one another in that the

payment of interest is to compensate Landlord for its inability to use the money improperly withheld by Tenant, while the payment of Late Charges is to compensate Landlord for its additional administrative expenses in handling and processing delinquent payments.

3.4 Security Deposit.

3.5 Rent Payments. All Rent payments shall be made to Landlord at the address set forth in Article 1, or at such other place designated by Landlord in writing, in lawful currency of the United States of America. Rent payments applicable to partial months falling within the Term or occurring as a result of the application of the Monthly Fixed Rent payable upon Lease execution shall be prorated.

ARTICLE IV

TENANT’S SHARE OF OPERATING COSTS AND TAXES

4.1 Definitions. As used herein:

“Operating Costs” shall mean any and all costs, charges, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the operation, ownership, maintenance, management and repair of the Property, including, without being limited to, the following:

(i) All reasonable wage, salary and labor costs of all persons engaged in the operation, maintenance, management and repair of the Property (including, without being limited to, all applicable taxes, insurance and benefits).

(ii) Costs of any utilities supplied by Landlord (including, without being limited to, water, sewer, electricity and gas), fuel and supplies and materials and of the operation and maintenance of all Property systems (including, without being limited to, heating, ventilation and air-conditioning (“HVAC”) systems and telecommunications systems).

(iii) Costs of all insurance, including, without being limited to, casualty, workmen’s compensation, rental and liability insurance.

(iv) Costs of all maintenance and service agreements, including, without being limited to, window and other cleaning, touchup painting, policing, elevator maintenance and janitorial service.

(v) Costs of repairs, replacements (as amortized pursuant to Subsection 4.1(vii) below), decorations, and general maintenance, including, without being limited to, non-structural exterior building, non-structural roof, paving, curbs, drainage, lighting, sidewalks and landscaping (but excluding the costs of repairs to the structural elements, foundation and floor slab of the Building),

(vi) Reasonable professional fees and expenses (including, without being limited to, legal, accounting, architectural and engineering fees).

(vii) All costs of making any alterations to the buildings for life-safety systems or energy conservation or other capital improvements required by any governmental requirement enacted or amended after the date hereof or which are primarily for the purpose of reducing or stabilizing Operating Costs or providing additional or increased services to the tenants of the Building, amortized over the useful life of such improvements, with a return on capital at the rate of ten percent (10%) per annum.

(viii) All property management fees, costs and expenses (not to exceed 3% in the aggregate).

(ix) All fees or other charges incurred in conjunction with voluntary or involuntary membership in any energy conservation, air quality, environmental, traffic management or similar organizations.

Notwithstanding anything in this Section 4.1 to the contrary, Operating Costs shall not include (a) any costs associated with leasing to other tenants in the Building; (b) costs incurred due to Landlord’s or other tenants’ violations of lease provisions, laws or regulations; (c) costs reimbursed to Landlord, including insurance and condemnation proceeds or costs to remedy defects in Landlord’s Work or the initial construction of the Building; (d) any costs incurred by Landlord in correcting any of the representations or warranties contained herein; (e) increases in Operating Costs due to a Landlord breach of the Lease or caused by the acts of other tenants; (f) any expense that would not be a normal maintenance or operating expense for similar buildings in the vicinity of the Property; and (g) depreciation on the Building .

If Landlord is not furnishing any particular work or service (the cost of which if performed by Landlord would constitute an Operating Cost) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Costs shall be increased by an amount equal to the additional Operating Costs which would have been incurred during such period by Landlord if it had at its own expense furnished such work or services to such tenant. In determining the amount of Operating Costs for any calendar year (including the Base Year), if less than ninety-five percent (95%) of the net rentable square feet of a building shall have been occupied by tenant(s) at any time during such calendar year, Operating Costs shall be determined for such year to be an amount equal to the like expenses which would have been incurred had such occupancy been ninety-five percent (95%) throughout such year.

“Taxes” shall mean the aggregate amount of real estate and personal property taxes and any special assessments levied, assessed or imposed upon the Property, or any portion thereof, other than any water or sewer charge to the extent the same are included in Operating Costs for the applicable calendar year; provided, however the amount of any increase in real estate taxes due solely to a “change of ownership” (as defined in California Revenue Code Sections 60 & 61 “Proposition 13”) pursuant to a reassessment under the terms of Proposition 13 or successor statute, that becomes due during the first five-years of the Term shall not be included in Operating Costs for such five year period. Beginning in the sixth year of the Term, the actual amount of real property taxes that Landlord owes shall be included in Operating Costs for the applicable calendar year. If because of any change in the taxation of real estate, any other tax, assessment or surcharge of any kind or nature (including, without being limited to, any franchise,

income, profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon, against or with respect to Landlord, or the occupancy, rents or income therefrom, either in lieu of, in substitution for or in addition to any of the foregoing Taxes, such other tax, assessment or surcharge (which shall be measured as if the Property, or applicable portion thereof, as the case may be, were the only asset of Landlord or such owner) shall be deemed part of Taxes. With respect to any calendar year, all expenses, including attorney’s, accounting and experts’ fees and expenses, incurred in contesting the validity or amount of Taxes, the assessed valuation of the Property, or any portion thereof, or in obtaining a refund of Taxes shall be considered as part of Taxes for such year.

4.2 Tenant’s Payment of Increased Operating Costs and Taxes.

(A) The “Base Year” is the calendar year specified in Article I. For each calendar year during the Term subsequent to the Base Year, Tenant shall pay to Landlord, as Additional Rent, at the times and in the manner provided below, Tenant’s Proportionate Share of any increase in the sum of (1) Operating Costs for such calendar year, and (2) Taxes for such calendar year in excess of the Operating Costs and Taxes paid or incurred by Landlord during the Base Year (collectively, “Increased Expense Charges”). The foregoing notwithstanding, Tenant’s Proportionate Share of increased Operating Costs (excluding insurance premiums, utility costs and other uncontrollable costs) for the calendar year 2007 shall not exceed an amount equal to the product obtained by multiplying (a) Operating Costs (excluding insurance premiums, utility costs and other uncontrollable costs) for the Base Year, by (b) five percent (5%) (the “Percentage Limitation”). In no event shall Tenant’s Proportionate Share of increased Operating Costs (excluding insurance premiums, utility costs and other uncontrollable costs) for the calendar year 2008 and any subsequent calendar year or portion thereof exceed an amount equal to the product obtained by multiplying (a) Tenant’s Proportionate Share of increased Operating Costs (excluding insurance premiums, utility costs and other uncontrollable costs) payable for the previous calendar year as increased pursuant to the foregoing provisions of this paragraph, by (b) the Percentage Limitation.

(B) At any time at or after the Commencement Date or the start of any calendar year subsequent to the Base Year, Landlord shall have the right to compute and deliver to Tenant an estimate (an “Estimate”) of the Increased Expense Charges, subject to the limitation set forth in Section 4.2(A) above for the applicable calendar year subsequent to the Base Year and, without further notice, Tenant shall pay to Landlord commencing with the next payment of Monthly Fixed Rent and continuously thereafter with payments of Monthly Fixed Rent until delivery of the next Estimate, monthly installments equal to one-twelfth of the amount set forth in such Estimate, together with, in the case of the first such monthly payment, an amount equal to the difference between (i) the amount of such monthly installment times the number of months in such year subsequent to the Base Year preceding the first monthly payment, less (ii) the amount of any monthly installments in respect of the prior Estimate theretofore paid to Landlord. In the event Landlord is required under any mortgage of the Land or the Building to escrow Operating Costs and/or Taxes, Landlord may (without obligation) use the amount required to be escrowed as a basis for determining the Estimate.

(C) Landlord shall endeavor to deliver to Tenant within one hundred twenty (120) days after the end of each calendar year subsequent to the Base Year a written

statement (the “Statement”) setting out in reasonable detail Increased Expense Charges for such year certified to be correct by Landlord. If the aggregate of the monthly installments actually paid by Tenant to Landlord on account of estimated Increased Expense Charges during any calendar year (the “Actual Payments”) differs from the amount of Increased Expense Charges payable according to the Statement (the “Obligated Payments”), Tenant shall (1) if the Obligated Payments shall exceed the Actual Payments, pay to Landlord, within thirty (30) days after the date of delivery of the Statement, an amount equal to such excess, or (2) if the Actual Payments shall exceed the Obligated Payments, be granted a credit against the next installments of Rent in an amount equal to such overpayment.

(D) Tenant shall have the right to examine Landlord’s books and records with respect to the items in a Statement during Normal Business Hours at any time within thirty (30) days following the furnishing of the Statement to Tenant. Tenant shall have the right to conduct only one audit per calendar year and audit each Statement or Statement correction only once. In conducting such examination, Tenant must utilize either its own full time salaried employees or an independent certified public accountant (“CPA”), which CPA shall be paid by Tenant on an hourly fee for services rendered basis, and not on a contingency fee basis, and which CPA shall be subject to Landlord’s reasonable prior approval. Unless Tenant takes written exception to any item on the subject Statement within one (1) year after the furnishing of the Statement, such Statement shall be considered as final and accepted by Tenant. If Tenant timely provides such written exception to Landlord, but Landlord and Tenant disagree on the accuracy of Increased Expense Charges as set forth in the Statement, Tenant shall nevertheless make payment in accordance with the Statement, but the disagreement shall immediately be referred by Landlord for prompt decision to a mutually acceptable public accountant or other professional consultant who shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. If Landlord and Tenant shall fail to agree on such an expert within fifteen (15) days after Tenant’s notice of disagreement (as hereinafter described), such expert shall be selected by the president of the local chapter of the National Association of Real Estate Boards. Any adjustment required to be made by reason of any such decision shall be made within fifteen (15) days thereof and payment shall be made or credit allowed in the manner set forth in Section 4.2(c) hereof. If the adjustment is greater than seven percent (7%) and the amount of the adjustment is to be paid to Tenant, Landlord will pay the cost of the expert; otherwise Tenant will pay the cost of the expert.

4.3 Refunds; Other Items.

(A) In the event a refund of any Operating Costs or Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped expenses in connection with obtaining such refund) to the next installment(s) of Rent.

(B) The rendering of a Statement more than twelve (12) months beyond the end of any calendar year or a corrective Statement more than twelve (12) months beyond the date of the initial Statement shall preclude Landlord from collecting from Tenant any items not included in the original Statement or corrected Statement and Tenant from receiving

the benefit of any credit not included in the original Statement or corrected Statement charged or given, as the case may be, after such period.

ARTICLE V

COMPLETION AND OCCUPANCY OF DEMISED PREMISES

5.1 Completion of Demised Premises. For the purposes of Section 2.2, the Demised Premises shall be deemed available for occupancy when Landlord notifies Tenant, in writing, that the work required to be performed by Landlord (“Landlord’s Work”) as more specifically set forth in plans prepared by Tenant and approved by Landlord (such approved plans herein referred to as the “Plans”), has been Substantially Complete and the Demised Premises are available for occupancy. As part of Landlord’s Work, Landlord, at Landlord’s sole cost and expense, shall create a warm shell space that shall include (i) a new fire sprinkler system on the second (2nd) and third (3rd) floors, (ii) renovated restroom cores on the second (2nd) floor, and (iii) renovation of the lobby on the second (2nd) floor (collectively “Landlord’s Cost Work”). Tenant shall submit its plans to Landlord for approval in sufficient time to permit Landlord to review Tenant’s plans so that Plans can be submitted for required governmental permits no later than May 2, 2005. Landlord’s Work shall be deemed substantially completed notwithstanding that (a) certain minor or non-material details of construction, mechanical adjustment or decoration (“punchlist items”) are incomplete (provided such punchlist items do not materially interfere with Tenant’s ability to operate in the Demised Premises as intended), or (b) portions of Landlord’s Work are incomplete because such work cannot be performed until work to be performed by or on behalf of Tenant is completed. In the event Landlord is delayed in completing Landlord’s Work by any delay, interference or hindrance, directly or indirectly, of such work (1) by Tenant, Tenant’s contractors or any of their employees or agents, (2) by Tenant’s request for unusual or unique materials which cannot be timely delivered, (3) by any changes in such work or materials requested by Tenant and agreed to by Landlord, (4) by Tenant’s failure to timely and properly perform any of its obligations imposed pursuant to the Plans, or (5) Tenant’s failure to submit completed plans and specifications for Landlord’s approval in respect of Landlord’s Work in sufficient time to permit Landlord to submit the Plans for required governmental permits no later than May 2, 2005 (any of the foregoing being a “Tenant Delay”), the Demised Premises shall be conclusively deemed substantially completed and available for occupancy on the date on which the same would have occurred in the absence of such Tenant Delay, which date shall be determined by Landlord and documented to Tenant.

Landlord shall enter into a contract for construction of Landlord’s Work with the contractor jointly selected by Landlord and Tenant (“General Contractor”). If Landlord and Tenant are unable to agree on a contractor within five (5) business days from Landlord’s submittal of the contractor’s name to Tenant, the same shall be a Tenant Delay. The General Contractor shall competitively bid all subcontracts required for the construction of Landlord’s Work. Tenant shall have input in the selection of General Contractor’s subcontractors and Landlord shall provide Tenant with pricing breakdowns upon request. Landlord will provide Tenant with an allowance (“Construction Allowance”) in the amount of per square foot of floor area in the Demised Premises towards the cost of Landlord’s Work, excluding Landlord’s Cost Work. Tenant shall be permitted to apply the Construction

Allowance towards Tenant’s design of the 3rd floor lobby (part of the Demised Premises), subject to Landlord’s reasonable approval, Tenant’s cost of offsetting all costs associated with occupying the space including project management and architectural/engineering services, completion of all construction documents, tenant improvement construction, moving costs, installation of telecommunications and electrical cabling, furniture, signage, and a security system. Tenant shall be solely responsible for the cost of Landlord’s Work (excluding Landlord’s Cost Work) in excess of the Construction Allowance and shall reimburse Landlord for such excess cost within thirty (30) days following invoicing with reasonable backup documentation. To the extent the actual cost of Landlord’s Work and Tenant’s cost of moving, but excluding the Landlord Cost Work, is less than the Construction Allowance, Landlord shall credit the unused portion of the Construction Allowance, up to a maximum of [ ] per square foot of floor area in the Demised Premises against Tenant’s obligation for Monthly Fixed Rent.

5.2 Occupancy of Demised Premises. The occupancy of the Demised Premises or any part thereof for business by Tenant or anyone claiming by, under or through Tenant shall be conclusive evidence that (a) Tenant accepts possession; (b) the Demised Premises were in good and satisfactory condition, subject to latent defects; and (c) Landlord’s Work was satisfactorily completed at the time such occupancy was taken, subject to punchlist items, if any, indicated on a list delivered by Tenant to Landlord and agreed to by Landlord and Tenant within thirty (30) days after the date Landlord notifies Tenant that the Demised Premises are available for occupancy . Notwithstanding the foregoing or any other provision in this Lease, Landlord represents and warrants that as of the Commencement Date, the Building’s structural, mechanical, plumbing, electrical, and life safety systems are in good operating condition and repair, the roof and windows are in watertight condition, Landlord’s Work was built in a good and workmanlike manner with good materials, and the Demised Premises complies with all applicable federal, state and local codes including Title 24, ADA and environmental requirements. Landlord represents, to its actual knowledge, that no friable asbestos containing material or other hazardous substances or materials are located within or under the Building.

ARTICLE VI

CONDUCT OF BUSINESS BY TENANT

6.1 Use of Demised Premises. Tenant shall use the Demised Premises during the Term solely for general office and administrative use and other legal related uses and for no other purpose.

6.2 Compliance with Laws and Requirements of Public Authorities.

(A) At all times during the Term, Tenant shall give prompt notice to Landlord of any notice Tenant receives of any violation of any law or requirement of a governmental authority affecting Tenant’s particular use of the Demised Premises or the Property or any regulation of the board of fire underwriters having jurisdiction over Tenant’s particular use of the Property (“Applicable Law”), and, at its sole cost and expense, shall comply with all Applicable Laws, including any violation, order or duty imposed upon Landlord or

Tenant, arising from or relating to (1) Tenant’s particular use of the Demised Premises not related to general office use; (2) the manner or conduct of Tenant’s business or operation of its installations, equipment or other property therein; (3) any cause or condition created by or at the insistence of Tenant; or (4) breach of any of Tenant’s obligations hereunder.

(B) Tenant shall not intentionally do, permit or suffer any act or thing to be done which is injurious to the Property or the Demised Premises, which is immoral, a nuisance, contrary to Applicable Law or in violation of the certificate of occupancy issued for the Building or which would result in the cancellation of, or any increase in premiums for, insurance maintained by Landlord with respect to the Property or the Demised Premises.

(C) Tenant shall not use, maintain or allow the use or maintenance of the Demised Premises or any part thereof to treat, store, dispose of, transfer, release, convey or recover Hazardous Materials (as hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the possession of any Hazardous Materials on or about the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for general office use may be stored and used on the Demised Premises so long as (i) such storage and use is in the ordinary course of Tenant’s business permitted under this Lease; (ii) such storage and use is performed in compliance with all applicable laws and in compliance with the highest standards prevailing in the industry for the storage and use of such materials; and (iii) Tenant delivers prior notice to Landlord of the identity of and information regarding such materials as Landlord may require. “Hazardous Materials” shall mean any solid, liquid or gaseous waste, substance or emission or any combination thereof which may (i) cause or significantly contribute to an increase in mortality or serious illness, or (ii) pose the risk of a substantial present or potential hazard to human health, to the environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any other applicable federal, state or local laws. Tenant shall immediately notify Landlord of the presence or suspected presence of any Hazardous Materials on or about the Demised Premises and shall deliver to Landlord any notice received by Tenant relating thereto.

(D) Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the Demised Premises any article which may be prohibited by any then available standard forms of fire insurance policies with extended coverage. Tenant agrees to pay to Landlord any increase in premiums for insurance maintained by Landlord with respect to the Demised Premises or the Property resulting from the use of the Demised Premises by Tenant, whether, or not Landlord has consented to such use.

(E) Tenant shall pay all costs, expenses, fines, penalties or damages which may be imposed upon Landlord by reason of Tenant’s failure to comply with the provisions of this Section 6.2.

(F) Landlord represents, to its actual knowledge, that no friable asbestos containing material (“ACM”) or other Hazardous Materials are located within the Demised Premises or Building. If Tenant becomes aware of ACM or other Hazardous Materials

in the Demised Premises or Building, Tenant will immediately notify Landlord of the existence of such ACM or other Hazardous Materials. If the ACM or other Hazardous Materials were introduced into the Demised Premises or Building by Tenant, Landlord, at Tenant’s cost, shall remove such ACM or other Hazardous Materials. Such removal shall be done in accordance with then current industry removal standards and applicable law. Tenant shall pay all invoices for such work within twenty (20) days after receipt. If the ACM or other Hazardous Materials discovered by Tenant was not introduced into the Demised Premises or Building by Tenant, Tenant shall have no liability or responsibility for the same and Landlord shall, at Landlord’s sole cost and expense, remove such ACM or other Hazardous Materials, and in such event, if discovered prior to the Commencement Date, the Commencement Date shall be extended one day for each day of delay resulting from the discovery and removal of such ACM or other Hazardous Materials. Landlord shall defend, indemnify and save Tenant harmless against all liability or expense relating to or arising from the presence of ACM or other Hazardous Materials on or under the Property as of date the Demised Premises are delivered to Tenant or thereafter introduced other than any such ACM or other Hazardous Materials introduced by Tenant. The indemnities set forth in this Section 6.2(F) shall survive the expiration or earlier termination of the Lease.

6.3 Rules and Regulations. Tenant and its agents, employees, contractors and invitees shall faithfully observe and comply with the rules and regulations attached hereto as Exhibit C and incorporated herein by this reference, and such reasonable changes thereto, whether by modification, elimination or addition, as Landlord may, at any time and from time to time, make in respect of the Demised Premises and/or the Property (the “Rules and Regulations”). Such changes shall be effective upon notice thereof from Landlord to Tenant. In the case of any conflict or inconsistency between the provisions of this Lease and any of the Rules and Regulations, as originally promulgated or as changed, the provisions of this Lease shall control. Landlord shall use good faith commercially reasonable efforts to enforce the Rules and Regulations in a non-discriminatory manner for the benefit of all tenants in the Building but Landlord shall not be liable to Tenant for the nonperformance or violation thereof by any other tenant or anyone else. Landlord will operate the Building in a manner comparable to other first class office buildings in San Mateo, California.

ARTICLE VII

COMMON AREA

7.1 Control of Common Area.

(A) As used in this Lease, the term “Common Area” shall mean that part of the interior and exterior portions of the Property designated by Landlord for the common use of all tenants, which includes parking area, sidewalks, landscaping, curbs, driveways, delivery passages, loading areas, private streets and alleys, lighting facilities, drinking fountains, meeting rooms, public toilets and the like. Landlord grants Tenant a nonexclusive license for the Term, to use in common with the invitees of Landlord and Tenant and such other persons as Landlord and Tenant shall designate, the Common Area, subject to the terms and conditions of this Lease and to the Rules and Regulations.

(B) Landlord reserves the right, at any time and from time to time, without disrupting Tenant’s operation of its business, to change the arrangement, dimensions and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, parking areas or other parts of the Common Area. In such event, Landlord shall repair any physical damage caused to the Demised Premises.

(C) Landlord reserves the right, at any time and from time to time, to use portions of the Common Areas for art and other displays, promotional events and other uses not inconsistent with the character of the Building.

(D) Tenant shall have access to unreserved parking spaces equal to a ratio of 3.6 spaces/1,000 square feet in the Demised Premises, plus an allotment of six (6) designated “CNF” parking spaces in the Property’s parking lot. Said parking shall be free of charge during the Term and any Renewal Term while Tenant is in occupancy of the Premises. The location of the designated CNF parking spaces shall be subject to mutual approval of Tenant and Landlord, with Landlord having final say in the exact location.

ARTICLE VIII

REPAIRS, ALTERATIONS AND MECHANICS’ LIENS

8.1 Repairs.

(A) Landlord shall make all necessary repairs to keep the roof, exterior walls, foundation and structural frame of the Building, the common Building systems, fixtures and equipment (such as the Building heating, ventilating and air-conditioning systems and elevators) and the Common Area in good order and repair consistent with a first-class office building, excluding, however, all repairs which Tenant is obligated to make or pay for pursuant to this Section 8.1 and all repairs which any other tenant is required to make pursuant to the terms of such tenant’s lease. Tenant shall give Landlord prompt notice of any defective condition in any plumbing, heating system or electrical lines located in, servicing or passing through the Demised Premises and following such notice, Landlord shall use commercially reasonable efforts to initiate and complete all repairs promptly and to remedy the condition with due diligence, subject to unavoidable delay; provided, however, that no liability of Landlord to Tenant shall accrue hereunder unless and until Tenant has given notice to Landlord of the specific repair to be made.

(B) Except for Landlord’s obligations set forth in Section 8.1(A), Tenant, at its sole cost and expense, shall take good care of the Demised Premises and Tenant’s property and fixtures. All repairs made by or on behalf of Tenant shall be made and performed in accordance with the provisions of Section 8.2 and shall be at least equal in quality and design to the original construction of the Demised Premises and the Building. If Tenant fails to proceed with due diligence to make repairs required to be made by Tenant, and such failure shall continue for ten (10) days after notice from Landlord, the same may be made by Landlord at the expense of Tenant and the amount so incurred by Landlord shall be paid to Landlord by Tenant immediately upon submission of a bill or statement therefor by Landlord.

8.2 Alterations. Tenant shall not make any alterations, additions or improvements (collectively, “Alterations”) in or to the Demised Premises without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall be allowed to make interior nonstructural Alterations in or to the Demised Premises without obtaining Landlord’s prior consent, provided (a) such Alterations are purely decorative and do not effect the Building systems and do not cost more than $10,000 in any one instance and (b) Tenant gives Landlord prior written notice of its intention to make such Alterations, stating in reasonable detail the nature, extent and estimated cost of the same. Tenant shall only utilize contractors approved by Landlord. Tenant shall, before making any Alterations, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord, and Tenant agrees to carry, and to cause Tenant’s contractors and sub-contractors to carry such workmen’s compensation, general liability, personal and property damage insurance as Landlord may reasonably require. Upon completion of any Alterations, Tenant shall deliver to Landlord one set of “as-built” plans and specifications therefor. Landlord may post, file and/or record any notice of non-responsibility or other notice required under applicable mechanic’s lien laws. All fixtures and all paneling, partitions, railing and like Alterations, installed in the Demised Premises, either by Tenant or by Landlord on Tenant’s behalf, shall become the property of Landlord and shall remain upon and be surrendered with the Demised Premises upon the expiration or earlier termination of the Lease, unless Landlord, by notice to Tenant given with Landlord’s approval, if any, of Tenant’s plans for such Alterations, elects to have them removed by Tenant, in which event, the same shall be removed from the Demised Premises by Tenant. Nothing in this section shall be construed to give Landlord title to or to prevent Tenant’s removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such equipment and fixtures from the Demised Premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the Demised Premises to the condition existing prior to installation (subject to ordinary wear and tear) and repair any damage to the Demised Premises or the Property due to such removal. All property that was permitted or required to be removed by Tenant at the end of the Term but which remains in the Demised Premises for ten (10) days after Tenant vacates the Demised Premises shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the Demised Premises by Landlord at Tenant’s expense.

8.3 Mechanics’ Liens. Tenant shall (a) pay before delinquency all costs and expenses of work done or caused to be done by Tenant in the Demised Premises; (b) keep the title to the Property and every part thereof free and clear of any lien or encumbrance in respect of such work; and (c) indemnify and hold harmless Landlord against any claim, loss, cost, demand (including reasonable legal fees), whether in respect of liens or otherwise, arising out of the supply of material, services or labor for such work. Tenant shall immediately notify Landlord of any lien, claim of lien or other action of which Tenant has or reasonably should have knowledge and which affects the title to the Property or any part thereof, and shall cause the same to be removed within fifteen (15) days (or such additional time as Landlord may consent to in writing). If Tenant shall fail to remove same within said time period, Landlord may take such action as Landlord deems necessary to remove the same and the entire cost thereof shall be immediately due and payable by Tenant to Landlord and such amount shall bear interest at the Default Rate.

Nothing contained in this Section 8.3 or elsewhere in this Lease shall be deemed or construed in any way as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of a materialmen’s, mechanics’ or other lien against the Demised Premises or any other portion of the Property.

ARTICLE IX

UTILITIES AND BUILDING SERVICES

9.1 Heating, Ventilating and Air Conditioning.

(A) Subject to limitations and restrictions imposed by federal, state and/or local authorities, Landlord shall furnish heating and air-conditioning to the Demised Premises during Normal Business Hours. Wherever heat generating machines or equipment (other than standard office equipment, such as reproduction machines) are used in the Demised Premises which may affect the temperature which would otherwise be maintained by the Building air-conditioning system, Landlord reserves the right to install supplementary air-conditioning units for the Demised Premises at the expense of Tenant and the costs of operation and maintenance thereof shall be paid by Tenant to Landlord at rates determined by Landlord. Any air-conditioning units required for Tenant’s computer systems shall be installed at the expense of Tenant (which may include use of the Construction Allowance) and the costs of operation and maintenance of same shall be paid separately by Tenant to Landlord at rates determined by Landlord and not as part of increased Operating Costs.

(B) Tenant recognizes that, outside of Normal Business Hours, Tenant may require overtime HVAC services in order to render the Demised Premises comfortable and tenantable. If Tenant desires HVAC or fan only services outside of Normal Business Hours, it is Tenant’s responsibility to activate such services pursuant to a override switch which will be located in the Demised Premises.

9.2 Cleaning Service. Landlord shall provide cleaning services five (5) days a week, holidays excepted. Tenant shall not provide any cleaning services without Landlord’s consent and then only at Tenant’s sole responsibility and expense and by cleaning contractors or employees and in a manner at all times satisfactory to Landlord. Tenant shall pay to Landlord the cost of removal of any of Tenant’s refuse and rubbish to the extent that such refuse and rubbish removed by Landlord exceeds the refuse and rubbish normally attendant upon the use of the Demised Premises as offices.

9.3 Electricity.

(A) Landlord shall supply electricity to the Demised Premises for normal office lighting and business machines which operate on standard 110 voltage and do not require special or additional air conditioning. Tenant’s use of electricity in the Demised Premises shall be for the operation of Building standard lighting, electrical fixtures, personal computers and other office machines and lamps (expressly excluding high electrical

consumption business machines and space heaters) and shall not at any time exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Demised Premises.

(B) Tenant agrees to pay to Landlord, as Additional Rent, Landlord’s charges for electricity and other energy consumed by Tenant (i) during hours other than Normal Business Hours for heating and air conditioning, and (ii) for business machines other than as permitted by Section 9.4(a) hereof. The electrical and other energy Additional Rent shall be payable monthly together with payments of Monthly Fixed Rent. In the event that the rates to be charged by Landlord to Tenant for the electricity and other energy cannot be mutually agreed upon, Landlord shall have the right to install meters at Tenant’s expense and with Tenant’s consent, not to be unreasonably withheld, conditioned or delayed, to measure the consumption of electricity and other energy during hours other than Normal Business Hours; provided that until such agreement or implementation of separate meters, Tenant shall pay Landlord’s charges at Landlord’s rates.

(C) Tenant shall not, without Landlord’s prior written consent in each instance, connect any additional fixtures, appliances or equipment (other than normal office electrical fixtures, lamps, personal computers and similar office machines) to the Building’s electric distribution system or make any alterations or additions to the electric system of the Demised Premises existing at the commencement of the Term. If Landlord grants such consent, the cost of all additional risers and other equipment required therefor shall be paid as Additional Rent by Tenant to Landlord upon demand. Furthermore, Tenant shall, at Landlord’s option, pay on demand as Additional Rent to Landlord, the cost of any electric current or other energy for the operation of heavy reproduction equipment, computer equipment or other equipment requiring more electrical current or energy than is necessary for normal business office use as determined by Landlord. If Tenant shall require additional electricity and such electricity is available to the Demised Premises and for the Building, Landlord may either (i) at Tenant’s expense, install a meter in the Demised Premises and cause the Demised Premises to be connected directly with the lines of the public utility company supplying electricity to the Building and thereafter Tenant shall pay all the charges of such company for furnishing electrical current; or (ii) measure the current supplied to Tenant by a meter installed in the Demised Premises, in which case Tenant shall pay to Landlord monthly as Additional Rent the sums which Tenant would be required to pay to the public utility company serving the Building if Landlord had connected Tenant to the lines of such public utility company.

(D) Landlord, at Tenant’s expense (after completion of Landlord’s Work), shall purchase and install all light bulbs, fluorescent and other lighting tubes, ballasts and any incandescent lamps used in Building-standard lighting fixtures installed by Landlord in the Demised Premises promptly upon notification from Tenant that such installation is required, but in no event more than two (2) business days, or, at Tenant’s election, Tenant may replace such lighting tubes, ballasts and incandescent lamps. Tenant shall use only such electrical lighting fixtures and lamps as may be approved by Landlord. Tenant shall replace, as necessary, all bulbs and fluorescent tubes in non-Building-standard lighting fixtures, if any, installed in the Demised Premises. If Tenant shall fail to make any such replacement within five (5) days after notice from Landlord, Landlord may make such replacement and charge the cost of labor and materials involved therein to Tenant as additional rent.

(E) Notwithstanding anything herein to the contrary, Landlord may at its option, with Tenant’s prior consent, not to be unreasonably withheld, conditioned or delayed, install meters in the Demised Premises and take such other steps as it may consider desirable in assisting Landlord in determining Tenant’s consumption of electricity. Tenant shall pay the costs of installing and maintaining such meters.

9.4 Interruption of Services. Landlord does not covenant that Building services will be free from interruptions caused by repairs, improvements, changes of service, alterations, strikes, lockouts, labor controversies, accidents, inability to obtain fuel, water or supplies or any other cause beyond the reasonable control of Landlord. No such interruption of service shall be deemed a constructive eviction or disturbance of Tenant’s use and possession of the Demised Premises or any part thereof, or otherwise render Landlord liable to Tenant for damages, by abatement of Rent or otherwise, or otherwise relieve Tenant from performance of Tenant’s obligations under this Lease. Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of Building services. The foregoing notwithstanding, in the event of any such interruption or stoppage of services to the Demised Premises, Landlord shall use commercially reasonable efforts to have such services promptly resumed. Landlord shall be deemed to have observed and performed the terms and conditions to be performed by Landlord under this Lease, including those relating to the provision of utilities and services, if in so doing it acts in accordance with a directive, policy or request of a governmental or quasi-governmental authority serving the public interest in the fields of energy conservation or security. If Tenant is reasonably unable to and actually does not conduct its business operations in the Demised Premises for at least three (3) consecutive days as a result of Landlord’s failure to supply any utilities as required hereunder, which failure was not the fault of Tenant, all rent and other charges payable by Tenant hereunder shall abate beginning on the fourth (4th) day of such closure and continuing until such time as Tenant is again reasonably able to conduct its business operation in the Demised Premises.

9.5 Overtime Services. In the event Tenant requires any utilities or services during periods other than as provided in this Article 9, Landlord shall provide Tenant with such services, at Landlord’s actual cost. The foregoing notwithstanding, Tenant shall pay Landlord, as Additional Rent, Forty-Five Dollars ($45.00) per hour for after Normal Business Hours HVAC service and Twenty Dollars ($20.00) per hour for after Normal Business Hours use of the fan only.

9.6 Signage. Landlord shall supply .Tenant with building standard lobby directory signage and suite entry signage. In addition, Tenant shall have the right to place its signage in the top position on the monument sign in front of the Building on Campus Drive. All signage, except the directory lobby signage, shall be installed and maintained at Tenant’s sole cost and expense; provided, however, Tenant may use the Construction Allowance provided for in Section 5.1 towards the cost of Tenant’s signage.

ARTICLE X

PROPERTY AND OTHER TAXES

10.1 Tenant’s Property. In addition to the Rent and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes payable by Landlord whether or not now customary or within the contemplation of the parties hereto, levied, assessed or imposed: (1) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Demised Premises or any portion thereof; (2) upon the measured value of Tenant’s personal property owned, installed, used or located in the Demised Premises, it being the intention of Landlord and Tenant that, to the extent possible, such personal property taxes shall be billed to and paid directly by Tenant; (3) upon the leasehold interest or any right of occupancy of Tenant in the Demised Premises; or (4) upon this transaction. Any reimbursement referred to above shall be collectible by Landlord as Additional Rent hereunder.

10.2 Increased Value of Improvements. If any tenant improvements which are made subsequent to the initial Landlord Work in the Demised Premises, whether installed or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to Landlord’s “Building Standard” in other space in the Building are assessed, then the real property taxes and assessment levied against Landlord, or against the Building or any portion thereof, by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 10.1 above. Landlord’s Work shall be deemed to constitute “Building Standard” improvements and the taxes there on shall be included in Taxes and not governed by the provisions of Section 10.1. If the records of the tax assessor having jurisdiction over the Building are available and sufficiently detailed to serve as a basis for determining whether such tenant improvements are assessed at a higher valuation than Landlord’s “Building Standard,” such records shall be binding on both Landlord and Tenant; otherwise, the actual cost of construction shall be the basis for such determination.

ARTICLE XI

INSURANCE AND INDEMNITY

11.1 Tenant’s Insurance. At all times Tenant shall keep in full force and effect a policy of commercial general liability insurance utilizing the ISO occurrence form CG0001, or equivalent, with respect to the Demised Premises, in such limits as may be reasonably required from time to time by Landlord. The limits of Tenant’s liability insurance on the Commencement Date shall be not less than $3,000,000, for each occurrence. In no event shall the limits of any coverage maintained by Tenant pursuant to this Section 11.1 be considered as limiting Tenant’s liability under this Lease. These policies shall name Landlord, any person, firms or corporations (including, without being limited to, any mortgagee or lessor of Landlord) designated by Landlord as additional insureds as to the Property only, shall include blanket contractual liability

coverage which insures contractual liability under the indemnifications set forth in Section 11.2 hereof and shall contain a clause that the insurer will not cancel or materially change the insurance without first giving Landlord thirty (30) days prior notice. The insurance shall be written by an insurance company, authorized to do business in California, which is reasonably acceptable to Landlord. A certificate of insurance shall be delivered to Landlord upon the execution and delivery of this Lease and replacement certificates or binder shall be delivered prior to the expiration of any then existing coverage. The insurance which Tenant is required to maintain in force and effect under this Section 11.1 shall be primary insurance as respects Landlord (and any other additional insureds designated by Landlord) as to the Property only, unless and until it is finally determined that Landlord’s or such other designated insured’s active negligence caused the loss or damage, and not excess over or contributory with any other available insurance. Certificates of insurance evidencing the liability insurance coverage required under this Section 11.1 shall contain an endorsement to such effect. If Tenant fails to obtain the insurance or fails to provide a certificate of insurance as required under this Section 11.1, Landlord may, at its option, after notice to Tenant, obtain the required coverage on behalf of Tenant, and Tenant shall reimburse Landlord for the cost thereof, together with interest from the date of Landlord’s payment to the date of Tenant’s reimbursement, within ten (10) days after Tenant’s receipt of Landlord’s written demand therefor accompanied by an invoice showing payment of the premium by Landlord. In addition, at all times during the Term hereof, Tenant shall procure and maintain Worker’s Compensation Insurance in accordance with the Laws of the State of California and employer’s liability insurance in an amount of not less than One Million Dollars ($1,000,000.00).

11.2 Indemnity and Non-Liability.

(A) Neither Landlord nor Landlord’s agents, employees, contractors, officers, trustees, directors, shareholders, partners or principals (disclosed or undisclosed) shall be liable to Tenant or Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the Demised Premises, and Tenant shall save Landlord, its successors and assigns and their respective agents, employees, contractors, officers, trustees, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising from any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant’s property or of the property of any other person (including the acts or negligence of any tenant or of any owners or occupants of adjacent or neighborhood property or caused by operations in construction of any private, public or quasi-public work). Notwithstanding anything to the contrary in this Lease, Tenant waives, to the full extent permitted by law, any claim for consequential damages.

(B) Neither any (1) performance by Landlord, Tenant or others of any repairs, improvements, alterations, additions, installations, substitutions, betterments or decorations in or to the Property or the Building, the Building equipment and systems, the Common Areas or the Demised Premises, (2) failure of Landlord or others to make any such repairs or improvements, (3) damage to the Property or the Building, the Building equipment and systems, the Common Areas, the Demised Premises or Tenant’s property, (4) injury to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public, or quasi-public work, or by any other cause, (5) latent defect in the

Building, the Building equipment and systems, the Common Areas or the Demised Premises, nor (6) inconvenience or annoyance to Tenant or injury to or interruption of Tenant’s business by reason of any of the events or occurrences referred to in the foregoing subdivisions (1) through (5) shall impose any liability on Landlord to Tenant. No representation, guaranty or warranty is made or assurance given that the communications or security systems, devices or procedures of the Building will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of, any of Tenant’s property or of the property of any other person, and Landlord reserves the right to discontinue or modify at any time such communications or security systems or procedures without liability to Tenant. The foregoing shall not, however, abrogate Tenant’s self-help rights as and to the extent specifically set forth in Section 17.4.

(C) Tenant hereby indemnifies and holds harmless Landlord and Landlord’s agents, employees, contractors, officers, trustees, directors, shareholders, partners or principals (disclosed or undisclosed) from any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising from (1) any default by Tenant in the performance of any of the terms of this Lease on Tenant’s part to be performed, or (2) the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person claiming under Tenant, or (3) any negligent acts or omissions of Tenant or any such person, or the contractors, agents, employees, invitees, licensees, assignees or sublessees of Tenant or any such person, or (4) any accident, injury or damage caused to any person or to the property of any person and occurring in or about the Demised Premises, except, subject to Section 11.3, to the extent caused by the negligence of Landlord or Landlord’s agents, employees, contractors. Tenant’s obligations under this Section 11.2 shall survive the expiration or earlier termination of this Lease.

(D) Tenant shall pay to Landlord as Additional Rent, within five (5) days after submission by Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 11.2.

(E) Subject to the provisions of Section 11.3, Landlord shall indemnify, hold harmless and defend Tenant from any and all losses, damages, claims or liability for any damage to any property or injury, illness or death of any person (including but not limited to Tenant’s employees) occurring in, on or about any part of the Property (including the Premises), when such damage, injury, illness or death is caused by the sole active negligence or willful misconduct of Landlord, its agents or employees. Landlord’s indemnity under this Section 11.2(E) shall survive the expiration or earlier termination of this Lease.

11.3 Waiver of Subrogation. Tenant and Landlord hereby waive and release any and all right of recovery, whether arising in law or equity, contract or tort (including negligence), against the other, including employees and agents, arising during the Term for any and all loss or damage to any property located within or constituting a part of the Property, which loss or damage arises from the perils that could be insured against under the ISO Causes of Loss-Special policy form CP 1030 (whether or not the party suffering the loss or damage actually carries such insurance, recovers under such insurance or self-insures the loss or damage) or which right of recovery arises from loss of earnings or rents resulting from loss or damage caused by such a peril. This mutual waiver is in addition to any other waiver or release

contained in this Lease. Landlord and Tenant shall each have their insurance policies issued in such form as to waive any right of subrogation which might otherwise exist.

11.4 Landlord’s Insurance. Landlord agrees to purchase and keep in force and effect commercial general liability insurance with respect to the Common Areas and insurance on the Building improvements (not including, however, any tenant improvements, alterations or additions) in amounts and with coverages consistent with amounts and coverages carried by prudent owners of similar class buildings in San Mateo, California. In addition, at Tenant’s request, Landlord shall carry earthquake insurance, the cost of which shall be an Operating Costs, and Tenant shall pay its Proportionate Share of the premium for such coverage. Tenant acknowledges that Landlord does not currently carry earthquake insurance and, if carried, the Base Year will not reflect any such expense.

ARTICLE XII

DAMAGE BY CASUALTY

12.1 Notice. Tenant shall give immediate notice to Landlord of any damage caused to the Demised Premises by fire or other casualty.

12.2 Restoration of Improvements.

(A) In the event the Demised Premises are damaged by fire or other casualty, Landlord shall, unless this Lease is terminated as hereinafter provided, proceed promptly with reasonable diligence and at its sole cost and expense to repair the Demised Premises. Tenant shall promptly, at its sole cost and expense, remove such of its furniture and other belongings from the Demised Premises as Landlord shall require in order to repair and restore the Demised Premises. Until any such repairs to the Demised Premises are completed, the Monthly Fixed Rent shall be abated in proportion to the part of the Demised Premises, if any, that is unusable by Tenant in the conduct of its business.

(B) If (1) the Demised Premises shall be (i) totally destroyed or substantially damaged, or (ii) partially destroyed or damaged by a casualty which, in Landlord’s sole but reasonable judgment, cannot be restored to tenantable condition within one hundred eighty (180) days after the casualty, or (2) the Building shall be destroyed to the extent of one-half or more of its then value or so damaged that, in Landlord’s sole but reasonable judgment, substantial alteration, demolition or reconstruction of the Building shall be required, whether or not covered by Landlord’s insurance, then in either such event Landlord may elect to proceed to rebuild and repair the Demised Premises or to terminate this Lease, effective upon giving notice of such election to Tenant within thirty (30) days after the occurrence of such casualty. Landlord’s obligation to rebuild and repair under this Section 12.2 shall in any event be limited to restoring the Building and the Demised Premises to substantially the condition in which they existed prior to the casualty (in no event shall Landlord be required to repair any of Tenant’s leasehold improvements, fixtures, equipment, furniture, furnishings and personal property). Tenant agrees that, promptly after the completion of such work by Landlord, it will proceed with

reasonable diligence and at its sole cost and expense to rebuild, repair and restore its fixtures, equipment and other installations.

(C) If Landlord has either elected to or is required to restore the Demised Premises pursuant to this Article 12, then prior to commencing such restoration, Landlord’s architect shall determine how long it will take to restore the Demised Premises following the damage or destruction. If Landlord’s architect certifies that such restoration can be completed within such twelve (12) month period or such shorter period of time as is reasonable given the nature of the damage, then this Lease shall remain in full force and effect and Landlord shall exercise due diligence to complete such restoration and repair within such twelve (12) month period or such shorter period of time as is reasonable given the nature of the damage. If Landlord’s architect certifies that such restoration will take more than twelve (12) months from the date of damage or destruction, then Tenant shall have the option to terminate this Lease upon ten (10) days’ written notice given within twenty (20) days after receipt of such architect’s certificate. If Tenant does not timely exercise the foregoing right to terminate this Lease, the Lease shall remain in full force and effect; provided, however, if Landlord has not completed its restoration of the Demised Premises within thirty (30) days following such period of time Landlord’s architect reasonably relieves such repairs can be completed if less than twelve (12) months or fifteen (15) months following the damage or destruction if such repairs are estimated to take at least twelve (12) months, Tenant shall again have the option to terminate this Lease at the expiration of said thirty (30) day or fifteen (15) month period, as applicable, by notice given, if at all, within ten (10) days’ thereafter. If Tenant does not timely exercise the foregoing right to terminate this Lease, Tenant shall have no further right to terminate the Lease and Landlord shall use due diligence to complete the restoration as soon as reasonably practicable.

(D) Section 1932(2) of the California Civil Code provides that the “hirer of a thing” may terminate upon partial or total destruction of the thing hired and Section 1933(4) provides that the “hiring of a thing” terminates by the destruction of the thing hired. Such statutes conflict with certain provisions of this Lease. Accordingly, Tenant waives any rights it has or could have under these statutes or similar or successor statutes. In the event of such damage or destruction, the rights, duties and obligations of the parties shall be governed solely by the applicable provisions of this Lease with respect thereto.

12.3 Damage During Last Year of Lease Term. Without limiting Landlord’s rights under Section 12.2, in the event the Building or Demised Premises shall, in Landlord’s reasonable judgment, be substantially damaged during the last year of the Term of this Lease, Landlord may elect either to rebuild or repair the Demised Premises or to terminate this Lease effective upon giving notice of such election, in writing, to Tenant within thirty (30) days after the happening of the fire or other casualty; provided, however, that if Tenant has exercised its right to extend the Term, Landlord shall only have the rights set forth in this Section 12.3 during the last year of any Renewal Term.

ARTICLE XIII

EMINENT DOMAIN

13.1 Taking of Demised Premises. If during the Term all of the Demised Premises shall be taken for any public or quasi-public use under any statute or by right of eminent domain, or sale-in-lieu of such taking, this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Demised Premises (hereinafter called the “Date of Taking”). If so much of the Demised Premises (but less than all) is taken as shall render the Demised Premises untenantable in Landlord’s reasonable judgment, Tenant and Landlord shall each have the right to terminate this Lease by giving notice to the other party of termination within thirty (30) days after the Date of Taking.

13.2 Partial or Temporary Taking of Building.

(A) If during the Term, the Building, or any portion thereof, is taken or sold as set out in Section 13.1, then (1) if in the reasonable opinion of Landlord substantial alteration or reconstruction of the Building is necessary as a result thereof, whether or not the Demised Premises are or may be affected; (2) if one-quarter or more of the value, in Landlord’s sole judgment, of the Building is included in such taking or sale; or (3) if such portion of the Common Areas shall be taken as, in Landlord’s sole judgment, to materially interfere or prevent access to the Building or reduce the value of the Land and the Building by more than one-quarter; then, Landlord shall have the right to terminate this Lease by giving to Tenant at least thirty (30) days’ notice thereof.

(B) If during the Term the Building or the Common Areas, or any portion thereof, shall be taken as set out in Section 13.1 for a period of less than one (1) year, this Lease shall remain in full force and effect subject to Section 13.4 hereof. If such a taking shall be for a period of one (1) year or more, then the provisions of Section 13.1 and Section 13.2(A), as the case may be, shall be applicable.

(C) If either party exercises its rights of termination under Section 13.1 or 13.2 (and any such right must be exercised within thirty (30) days after the Date of Taking, failing which such right shall be deemed waived), this Lease shall terminate on the date stated in the notice, provided, however, that no termination pursuant to notice hereunder may occur later than sixty (60) days after the Date of Taking.

13.3 Surrender. On the date of any termination under Section 13.1 or 13.2, Tenant shall immediately surrender to Landlord the Demised Premises and all interests therein under this Lease and Tenant shall pay Landlord Rent through the date of termination (or through the Date of Taking if such date shall not be the same as the date of termination). Landlord may re-enter and take possession of the Demised Premises and remove Tenant therefrom.

13.4 Rent Adjustment for Partial Taking of Demised Premises. If any portion of the Demised Premises (but less than the whole thereof) is so taken, and no rights of termination herein conferred are timely exercised, the Term shall expire (or, in respect of a taking pursuant to Section 13.2(B) hereof, have no force and effect for the period of such

temporary taking) with respect to the portion so taken on (or from) the Date of Taking. In such event, the Rent thereafter payable under this Lease shall be adjusted pro rata by Landlord in order to account for the resulting reduction (either temporarily or permanently) in the number of rentable square feet in the Demised Premises.

13.5 Awards. Upon any taking or sale described in this Article 13, Landlord shall be entitled to receive and retain the entire award or consideration for the affected lands and improvements, and Tenant shall not have nor advance any claim against Landlord or anyone else for the value of its property or its leasehold estate under this Lease, or for the costs or removal or relocation, or business interruption expense or any other damages arising out of such taking or purchase. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering on its own account a separate award from the condemning authority attributable to the taking or purchase of Tenant’s trade fixtures, or the removal or relocation of its business and effects, or the interruption of its business provided that Landlord’s award is not diminished thereby. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the party first receiving the same shall promptly account therefor to the other.

13.6 Waiver. Tenant hereby waives any right at law or in equity which it might have to terminate this Lease on account of any taking by condemnation or power of Eminent Domain affecting the Demised Premises and/or the Property, including all rights under California Code of Civil Procedure Sections 1265.120 and 1265.130, and any similar or successor statutes. In the event of such a taking, the rights, duties and obligations of the parties shall be governed solely by the applicable provisions of this Lease with respect thereto.

ARTICLE XIV

RIGHTS RESERVED TO LANDLORD

14.1 Access to Demised Premises. Landlord and Landlord’s agents shall have the right (but shall not be obligated) to enter the Demised Premises in any emergency at any time, and to perform any acts related to the safety, protection or preservation thereof or of the Building. At other reasonable times, and upon reasonable notice, but subject to Tenant’s reasonable security requirements, Landlord may enter the Demised Premises (1) to examine and make such repairs, replacements and improvements as Landlord may deem necessary or reasonably desirable to the Demised Premises or to any other portion of the Building, (2) for the purpose of complying with laws, regulations and other requirements of governmental authorities or the provisions of this Lease, (3) for the purpose of posting notices of nonresponsibility, or (4) for the purposes of showing the same to prospective purchasers or mortgagees of the Building, and during the last six (6) months of the Term for the purpose of showing the same to prospective tenants. Tenant shall permit Landlord to use and maintain and replace unexposed pipes and conduits in and through the Demised Premises and to erect new unexposed pipes and conduits therein. Landlord may, during the progress of any work in the Demised Premises, take all necessary materials and equipment into the Demised Premises and close or temporarily suspend operation of entrances, doors, corridors, elevators or other facilities without such interference constituting an eviction. Tenant shall not be entitled to any damages by reason of

loss or interruption of business or otherwise during such periods; provided, however, the foregoing shall not relieve Landlord of any of its repair or indemnity obligations as and to the extent specifically set forth elsewhere in this Lease. During such periods Landlord shall use reasonable efforts to minimize any interference with Tenant’s use of the Demised Premises. The foregoing notwithstanding, if Tenant is reasonably unable to and actually does not conduct its business operations in the Demised Premises for at least three (3) consecutive days as a result of Landlord’s exercise of its rights hereunder, all rent and other charges payable by Tenant hereunder shall abate beginning on the fourth (4th) day of such closure and continuing until such time as Tenant is again reasonably able to conduct its business operation in the Demised Premises. If Tenant is not present to open and permit an entry into the Demised Premises, Landlord or Landlord’s agents may enter the same whenever such entry may be necessary or permissible by master key or otherwise, provided reasonable care is exercised to safeguard Tenant’s property. Such entry shall not render Landlord or its agents liable therefor, subject, however, the foregoing shall not relieve Landlord of any of its repair or indemnity obligations as and to the extent specifically set forth elsewhere in this Lease, nor in such event shall the obligations of Tenant hereunder be affected. If during the last month of the Term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Landlord may immediately enter, alter, renovate or redecorate the Demised Premises without limitation or abatement of Rent or without incurring liability to Tenant for any compensation, and such act shall have no effect on this Lease or Tenant’s obligations hereunder. If by reason of Landlord’s repair work the Demised Premises, or a portion thereof in excess of three thousand (3,000) square feet, are rendered untenantable such that Tenant, in its reasonable business judgement, is unable to and in fact ceases to conduct business from the Demised Premises or such portion, then the Minimum Fixed Rent and all other rents and charges shall be abated proportionally based of the sized of the Demised Premises which Tenant is unable to use, commencing forty-eight (48) hours after such conditions exist and such abatement shall continue until Landlord’s repair work is no longer responsible for making the Premises untenantable.

14.2 Additional Rights. Landlord shall have the following additional rights exercisable upon notice to Tenant and without liability to Tenant for damage or injury to property or business, all claims for damage being hereby released, and without effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for setoffs, or abatement of Rent except as set forth in the last sentence of Section 14.1:

(A) To make such changes in or to the Building, including the building equipment and systems, as Landlord may deem necessary or desirable, provided that any such change does not deprive Tenant of a reasonable means of access to the Demised Premises or unreasonably interfere with the use of the Demised Premises; and

(B) To perform any act, obligation or other commitment required of or by Tenant which Tenant has not performed for any reason whatsoever (including, without being limited to, obtaining insurance coverage as required by the Lease), and to charge Tenant as Additional Rent all reasonable costs and expenses incurred by Landlord for such performance, together with interest thereon at the Default Rate from the dates of Landlord’s expenditures until paid.

The forgoing shall not, however, relieve Landlord of any of its repair or indemnity obligations as and to the extent specifically set forth elsewhere in this Lease.

ARTICLE XV

ASSIGNMENT AND SUBLETTING

15.1 Consent Required.

(A) Tenant shall not, voluntarily or involuntarily, by operation of law or otherwise: (i) assign, mortgage, pledge, encumber or in any manner transfer this Lease in whole or in part, or (ii) sublet all or any part of the Demised Premises, or allow any other person to occupy all or any part thereof, without the prior written consent of Landlord in each instance, and any attempt to do any of such acts without such consent shall be null and void and of no effect. A transfer of control of Tenant, including, without being limited to, a transfer of stock or partnership interest or the merger, consolidation, sale of all or substantially all of the other assets of Tenant or other corporate or other reorganization of Tenant (whether or not Tenant shall be the surviving entity), shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including the requirement of obtaining Landlord’s prior consent. The consent by Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting.

(B) In the event Tenant desires to assign this Lease or sublet all or a portion of the Demised Premises and Landlord’s consent is required, Tenant shall submit to Landlord: (i) the proposed sublease or assignment, which is not to commence prior to thirty (30) days from the date the submission to Landlord occurs, and (ii) sufficient information to permit Landlord to determine the acceptability, financial responsibility, and character of subtenant or assignee.

(C) Within fifteen (15) days after receipt of the materials and information set forth in Section 15.1(B), Landlord shall respond by either granting or refusing its consent to the proposed sublease or assignment, as provided in Section 15.1(D).

(D) Landlord shall not unreasonably withhold, condition or delay its consent to the proposed sublease or assignment. Such consent shall be deemed to be reasonably withheld if: (i) in the reasonable judgment of Landlord the subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Building; (ii) in the reasonable judgment of Landlord the purposes for which the subtenant or assignee intends to use the Demised Premises or Subject Premises, as the case may be, are not in keeping with the standards of Landlord for the Building or the terms of this Lease, or are in violation of the terms of any other lease in the Building; (iii) Tenant is in default under this Lease; (iv) the proposed subtenant or assignee is a governmental unit (or subdivision or agency thereof); (v) the assignee or sublessee is not, in the sole judgment of Landlord, solvent or does not have unencumbered assets of a value at least equal to twice the projected costs of the obligations to be assumed for the unexpired term of this Lease; (vi) in the reasonable judgment

of Landlord such a sublease or assignment would violate any term, condition, covenant, or agreement of the Landlord involving the Building, or any other tenant’s lease within it; or (vii) the proposed use or occupancy of the Demised Premises or Subject Premises, as the case may be, by the assignee or sublessee would either violate any applicable law, statute, ordinance, code or regulation or would impose any obligation upon Landlord to comply with any of the foregoing or increase Landlord’s obligation to comply with any of the foregoing. Notwithstanding anything to the contrary contained in this Lease, Tenant’s sole right and remedy in any dispute as to whether Landlord’s consent to a proposed sublease or proposed assignment has been unreasonably withheld shall be an action for declaratory judgment or specific performance and Tenant shall not be entitled to any damages if Landlord is adjudged to have unreasonably withheld such consent.

(E) If Landlord grants consent to any assignment or sublease hereunder, it shall be upon and subject to the following terms: (i) the terms and conditions of this Lease shall in no way be deemed modified, abrogated or amended; (ii) Tenant shall pay Landlord a reasonable fee determined by Landlord for each sublease or assignment submitted, not to exceed Two Thousand Dollars ($2,000.00); and (iii) the consent shall not be deemed a consent to any further subletting or assignments by either Tenant, subtenants or assignees. In addition to the foregoing conditions, if Tenant shall assign this Lease, the assignee shall expressly assume all obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord by Tenant not later than fifteen (15) days prior to the effective date of the assignment; if Tenant shall sublease any portion or all of the Demised Premises as permitted herein, Tenant shall obtain and furnish to Landlord, not later than fifteen (15) days prior to the effective date of such sublease and in form satisfactory to Landlord, the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord, at Landlord’s option and written request, in the event this Lease terminates before the expiration of the sublease. Tenant shall not be released from any obligations or liabilities under this Lease as a result of any assignment of this Lease or sublet of all or any portion of the Demised Premises.

(F) If Tenant shall assign this Lease or sublet all or any portion of the Demised Premises pursuant to the terms of this Article 15, then Tenant shall pay Landlord as Additional Rent, fifty percent (50%) of the excess payments or other economic consideration whether denominated as rent or otherwise (together with escalations) payable to Tenant under the sublease or assignment which might be in excess of the Fixed Rent plus Additional Rent payable to Landlord under this Lease (or, if only a portion of the Demised Premises is being sublet, the excess payments or other economic consideration allocable on a rentable square footage basis to the space sublet), less Tenant’s brokerage commission, the reasonable cost of improvements made by Tenant at Tenant’s cost without reimbursement by such assignee or subtenant in connection with such transfer, and legal fees not to exceed $2,000.00 paid in connection with any such assignment or sublease.

(G) Notwithstanding any to the contrary in this Lease, Tenant may, without Landlord’s prior written consent, but with prior notice to Landlord, sublet all or any portion of the Demised Premises or assign the Lease to: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant so long as such transferee remains a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger,

consolidation, or nonbankruptcy reorganization; or (iii) a purchaser of all of Tenant’s stock or assets. The above is referenced hereafter as “Permitted Transfer”. For the purpose of this Lease, sale of Tenant’s capital stock through any public exchange or issuances for purposes of raising financing shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Premises.

ARTICLE XVI

BANKRUPTCY

16.1 Bankruptcy. If at any time after the execution and delivery of this Lease, there shall be filed by or against Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee or conservator of all or a portion of Tenant’s property, or if Tenant makes an assignment for the benefit of creditors, this Lease, (a) if such event shall occur prior to the Commencement Date, shall ipso facto be cancelled and terminated, or (b) if such event shall occur on or after the Commencement Date, at the option of Landlord to be exercised within sixty (60) days after notice of the happening of any one or more of such events, may be cancelled and terminated, and in any such event of termination neither Tenant nor any person claiming through or under Tenant or by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises, and Landlord, in addition to the other rights and remedies granted by virtue of any other provision in this Lease or by virtue of any statute or rule of law, may retain as damages any Rent, Security Deposit, or moneys received by it from Tenant or others on behalf of Tenant.

16.2 Measure of Damages. In the event of the termination of this Lease pursuant to Section 16.1 above, Landlord shall be entitled to the same rights and remedies as set forth in Article 17.

ARTICLE XVII

DEFAULT

17.1 Events of Default. This Lease and the Term and estate hereby granted are subject to the limitation that:

(A) Whenever Tenant shall have failed to pay any installment of Rent, or any portion thereof when the same shall be due and payable, and Tenant shall have failed to pay same for a period of five (5) days after the due date of such payment; provided, however, the first two (2) times during any twelve (12) month period Rent is not received when due Landlord will give Tenant notice of such default; or

(B) Whenever Tenant shall have failed to comply with, shall have violated or shall be in default in the performance of any other provision of this Lease and Tenant

shall have failed to cure such default (except a default under Section 17.1(E)) within thirty (30) days after notice from Landlord of such noncompliance, violation or default (in the case of a default which cannot with due diligence be cured within a period of thirty (30) days, Tenant shall have such additional time, but in no event to exceed ninety (90) days in the aggregate, to cure same as may reasonably be necessary, provided Tenant commences curing such default within the thirty (30)-day period and proceeds promptly, effectively, continuously and with due diligence to cure such default after delivery of said notice); or

(D) Whenever any warranty, representation or statement made or furnished by Tenant to Landlord at any time in connection with this Lease or any other agreement to which Tenant and Landlord are parties is determined to have been intentionally false or misleading in any material respect when made or furnished;

then Landlord may exercise any of the following rights without further notice or demand of any kind to Tenant or any other person, except as required by applicable law:

(i) The right of Landlord to terminate this Lease and Tenant’s right to possession of the Demised Premises and to reenter the Demised Premises, take possession thereof and remove all persons therefrom;

(ii) The right of Landlord, to reenter the Demised Premises and occupy the whole or any part thereof for and on account of Tenant and to enforce all Landlord’s rights and remedies under California Civil Code Section 1951.4, including the right to collect any unpaid rentals and other charges, which have become payable, or which may thereafter become payable, without terminating this Lease and Tenant’s right to possession of the Demised Premises; or

(iii) The right of Landlord, even though it may have reentered the Demised Premises, in accordance with subparagraph (ii), to elect thereafter to terminate this Lease and Tenant’s right to possession of the Demised Premises.

Upon and after such entry into possession Landlord may, but shall have no obligation to, relet the Demised Premises, or any part thereof, for the account of Tenant, to any person, firm or corporation, other than Tenant, for such Rent, for such time and upon such terms as Landlord, in Landlord’s sole discretion, shall determine, and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instruction given by Tenant about such reletting.

17.2 Damages. Should Landlord terminate this Lease and Tenant’s right to possession of the Premises due to a default by Tenant, Landlord may exercise all rights and remedies available to Landlord and California Civil Code Section 1951.2, including the right to recover from Tenant, as damages, all of the following:

(i) The worth at the time of award of any unpaid rent and other sums due under the Lease which has been earned at the time of such termination;

(ii) The worth at the time of award of the amount by which the unpaid rent and other sums due under the Lease which would have been earned after termination until the time of award exceeds the amount of such rental or other loss Tenant proves could have been reasonably avoided;

(iii) The worth at the time of award of the amount by which the unpaid rent and other sums due under the Lease for the balance of the Term after the time of award exceeds the amount of such rental or other loss that Tenant proves could be reasonably avoided;

(iv) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

(v) Such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable law.

As used in subparagraphs (i) and (ii) of this Section 17.2, the “worth at the time of award” is computed by allowing interest at the then maximum rate allowed by the usury or similar law, if any. As used in subparagraph (iii) of this Section 17.2, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

All Rent, other than Monthly Fixed Rent, shall be for the purposes of calculating any amount due under the provisions of subparagraph (iii) of this Section 17.2, be computed on the basis of the average monthly amount thereof accruing during the immediately preceding twelve (12) month period, except that, if it becomes necessary to compute such rental before a twelve (12) month period has occurred, then such rental shall be computed on the basis of the average monthly amount accruing during such shorter period.

(B) If the Demised Premises shall be leased or re-let, Landlord shall credit Tenant with the net rents, if any, received by Landlord from such leasing or re-letting for any period prior to the Expiration Date, such net Rent to be determined by first deducting from the gross rents as and when received by Landlord from such leasing or re-letting the expenses incurred or paid by Landlord in terminating this Lease or of re-entering the Demised Premises and of securing possession thereof, as well as the expense of leasing and re-letting, including altering and preparing any portion of the Demised Premises as office use for new tenants, brokers’ commissions and all other expenses properly chargeable against the Demised Premises and the rental therefrom; but in no event shall Tenant be entitled to receive any excess of such net rents over the Rent, payable by Tenant to Landlord hereunder.

(C) Suit or suits for the recovery of any and all damages, or any installments thereof, provided for hereunder may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated under the provisions of this Article 17, or under provisions of any law, or had Landlord not re-entered the Demised Premises.

(D) Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any damages to which Landlord may lawfully be entitled in any case other than those particularly provided for above.

17.3 Waiver of Jury Trial. To the fullest extent permitted by the applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease or the interpretation thereof, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Demised Premises, and/or any claim of injury or damage.

17.4 Default by Landlord. If Landlord defaults in the performance or observance of any of its covenants or obligations set forth in this Lease, Tenant shall give Landlord notice specifying in what manner Landlord has defaulted. If the default shall not be cured by Landlord thirty (30) days after the delivery of such notice, except that if the default cannot be cured within said thirty (30)-day period, said period shall be extended for a reasonable additional period of time, provided that Landlord commences to cure the default within the initial 30 day period and proceeds diligently thereafter to effect such cure, Tenant may declare an event of default. If Landlord has not commenced the subject repairs within five (5) days thereafter, or if an emergency arises, Tenant may, at its option, undertake to perform such repairs. Landlord agrees to reimburse Tenant up to Ten Thousand Dollars ($10,000.00) for the reasonable cost thereof promptly upon the receipt from Tenant of a detailed bill or statement for such costs. If the cost of the repairs undertaken by Tenant pursuant to this Section 17.4 exceeds Ten Thousand Dollars ($10,000.00), Tenant may not deduct the excess cost thereof from rent, but shall be entitled to collect the same from Landlord, provided it is ultimately agreed and/or determined in a court of law that the work was required, was Landlord’s obligation, and that the cost thereof was appropriate.

ARTICLE XVIII

SURRENDER

18.1 Possession. Upon the expiration or earlier termination of this Lease, Tenant shall immediately quit and surrender possession of the Demised Premises in as good a state and condition as they were when entered into, reasonable wear and tear and casualty damage (other than that which Tenant is obligated to repair) excepted. Upon such surrender, all right, title and interest of Tenant in the Demised Premises shall cease.

18.2 Merger. The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by mutual agreement of Tenant and Landlord shall not work a merger, but shall, at Landlord’s option, terminate all or any subleases and subtenancies or operate as an assignment to Landlord of all or any subleases or subtenancies. Landlord’s option hereunder shall be exercised by notice to Tenant and all known sublessees or subtenants in the Demised Premises or any part thereof.

ARTICLE XIX

HOLDING OVER

19.1 Holding Over. If Tenant retains possession of the Demised Premises or any part thereof after the expiration or earlier termination of this Lease, Tenant shall pay as Rent a sum equal to one and one-half times the amount, including Monthly Fixed Rent and Additional Rent hereunder, payable for the month preceding such holding over computed on a daily basis for each day that Tenant remains in possession. Tenant shall also be liable for and shall pay to Landlord all direct damages sustained by reason of Tenant’s holding over. The provisions of this section do not waive Landlord’s right of re-entry or right to regain possession by actions at law or in equity or any other rights hereunder, and any receipt of payment by Landlord shall not be deemed a consent by Landlord to Tenant’s remaining in possession or be construed as creating or renewing any lease or right of tenancy between Landlord and Tenant.

ARTICLE XX

REMEDIES CUMULATIVE

20.1 No Waiver. No waiver by Landlord or Tenant of a breach of any covenants, agreements, obligations or conditions of this Lease shall be construed to be a waiver of any future breach of the same or any other covenant, agreement, obligation or condition hereof. No receipt of money by Landlord from Tenant after notice of default, or after the termination of this Lease or the commencement of any suit or final judgment of possession of the Demised Premises, shall reinstate, continue or extend the term of this Lease or affect any notice, demand or suit. The rights and remedies hereby created are cumulative, and the use of one remedy shall not be construed to exclude or waive the right to the use of another, or exclude any other right or remedy allowed by law.

ARTICLE XXI

ESTOPPEL CERTIFICATE, SUBORDINATION, ATTORNMENT

21.1 Estoppel Certificate. Tenant shall at any time upon the request of Landlord, execute and deliver in recordable form and in substance reasonable satisfactory to Landlord and Tenant, an estoppel certificate certifying: the date Tenant accepted occupancy of the Demised Premises; the date to which Rent has been paid; the amount of any Security Deposit; that this Lease is in full force and effect and has not been modified or amended (or if modified or amended, describing the same) and that there are no defenses or offsets thereto or defaults of Landlord under this Lease (or if any be claimed, describing the same); and, if true, such other matters as Landlord may reasonably request. Tenant’s failure to deliver such certificate within ten (10) days of the demand therefor shall be a default under this Lease.

21.2 Subordination. This Lease is and shall be subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now or hereafter affect the

Land, Building and/or any ground or underlying leases thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that notwithstanding such subordination, so long as Tenant is not in default under any of its obligations under this Lease, Tenant’s quiet enjoyment of the Demised Premises pursuant to the terms and conditions of this Lease shall not be disturbed by the holder of any such superior instrument. In confirmation of such subordination, Tenant will execute and deliver upon demand of Landlord any and all instruments desired by Landlord subordinating this Lease to such lease, mortgage or deed of trust provided Tenant receives a nondisturbance agreement on the lessor’s or lender’s standard form (provided such form does not materially increase Tenant’s obligations or decrease Tenant’s rights under the Lease, e.g. a notice provision would not be deemed to increase Tenant’s obligations under the Lease), pursuant to which such holder agrees to recognize Tenant’s tenancy hereunder on all the terms contained herein so long as Tenant is not in default thereunder beyond the applicable cure period. If Tenant fails to execute and deliver said instruments within ten (10) days after notice from Landlord requesting the execution thereof, the same shall be a default under this Lease. Any fees charged by the lender for obtaining the agreement shall be paid one half by Landlord and one half by Tenant.

21.3 Attornment. Tenant agrees that, at the option of the landlord under any ground lease now or hereafter affecting the real property of which Premises forms a part, Tenant shall attorn to said landlord in the event of the termination or cancellation of such ground lease and if requested by said landlord, enter into a new lease with said landlord (or a successor ground-lessee designated by said landlord) for the balance of the term then remaining hereunder upon the same terms and conditions as those herein provided.

21.4 Mortgages. Tenant covenants and agrees that, if by reason of default under any mortgage or deed of trust which may now or hereafter affect the Land and/or the Building, the mortgagee thereunder enters into and becomes possessed of the said mortgaged property either through possession or foreclosure action or proceeding, or in the event of the sale of the said mortgaged property as a result of any action or proceeding to foreclosure the said mortgage, Tenant will attorn to the mortgagee or such then owner as its landlord under this Lease. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the mortgagee or the then owner of the said mortgaged property of which the Demised Premises forms a part any instrument which may be necessary or appropriate to evidence such attornment and Tenant’s failure to execute and deliver said instruments within ten (10) days after notice from Landlord requesting the execution thereof shall be a default under this Lease. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Demised Premises in the event any proceeding is brought by the mortgagee under any such mortgage to terminate the same, and agrees that this Lease shall not be affected in any way whatsoever by any such proceeding.

ARTICLE XXII

QUIET ENJOYMENT

22.1 Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon payment by Tenant of the Rent hereunder and upon the observance and performance of all of the terms, covenants and conditions on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Demised Premises, free of all claims from Landlord, but subject, nevertheless, to the terms and conditions of this Lease (including, without being limited to, the provisions of Article 21).

ARTICLE XXIII

NOTICES

23.1 Notices. Whenever any notice or consent is required or permitted hereunder, such notice or consent shall be in writing. Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered (a) upon receipt or refusal of receipt when sent by recognized overnight courier or (b) upon receipt or refusal of receipt when deposited in the United States Mail, postage prepaid, Registered or Certified Mail, Return Receipt Requested, addressed to the parties hereto at the addresses set forth in Article 1, or at such other addresses as they have theretofore specified by notice delivered in accordance herewith.

ARTICLE XXIV

MISCELLANEOUS PROVISIONS

24.1 Time. Time is and shall be of the essence of this Lease and all its provisions.

24.2 Applicable Law and Construction.

(A) This Lease shall be governed by and construed under the laws of the State of California.

(B) The necessary grammatical changes required to make the provisions of this Lease apply in the plural sense where there is more than one tenant and to either corporations, associations, partnerships or individuals, males or females, shall in all instances be assumed as though fully expressed. If there is more than one person or entity who or which are Tenant under this Lease, the obligations imposed upon Tenant under this Lease shall be joint and several. The relationship between Landlord and Tenant created hereunder shall be that of lessor and lessee and nothing herein shall be construed as creating any joint venture or partnership. The captions used in this Lease are for convenience only and do not in any way limit or amplify the terms and provisions hereof.

24.3 Parties Bound. It is agreed that this Lease, and each and all the covenants and obligations hereof, shall be binding upon and inure to the benefit of, as the case may be, the parties hereto, their respective heirs, executors, administrators, successors and assigns, subject to all agreements and restrictions herein contained with respect to assignment or other transfer of Tenant’s interest herein.

24.4 No Representations by Landlord. Neither Landlord nor Landlord’s agents have made any representations or promises with respect to the physical condition of the Property or the Building, the Demised Premises, permissible uses of Demised Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Demised Premises except as herein expressly set forth, and no rights, easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant has inspected the Building and the Demised Premises and is thoroughly acquainted with their condition, and agrees to accept the same “as is,” subject to Landlord’s representations and warranties expressly set forth herein. All understandings and agreements heretofore made between the parties hereto are merged in this Lease, which alone fully and completely expresses the agreement between Landlord and Tenant, and any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it, in whole or in part, or a surrender of this Lease or of the Demised Premises or any part thereof or of any interest of Tenant therein unless such executory agreement is in writing and signed by Landlord and Tenant.

24.5 Brokers. Tenant warrants that it has had no dealings with any broker, agent or any other person in connection with the negotiation or execution of this Lease other than the broker(s) identified in Article 1. Tenant agrees to indemnify and hold harmless Landlord from and against any and all cost, expense, or liability for commissions or other compensation and charges claimed by any broker or agent (other than the broker(s) identified in Article 1) with respect to this Lease on account of Tenant’s acts.

24.6 Severability. The invalidity or unenforceability of any provision of this Lease shall not affect or impair the validity of any other provision.

24.7 Force Majeure. In the event either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature beyond the reasonable control of the affected party, in performing work or doing acts required under the terms of this Lease, then performance of such act shall be extended for a period equivalent to the period of such delay.

24.8 Definition of Landlord. As used in this Lease, the term “Landlord” shall mean only the owner, or the mortgagee in possession, for the time being, of the Building and the Land or the owner of a lease of the Building or of the Land and the Building, so that in the event of any sale of the Building or of the Land and the Building or of said Lease, or in the event of a lease of the Building or of the Land and the Building, where such successor assumes the obligations of Landlord under this Lease, including continuing preexisting repair obligations, said Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations

of Landlord hereunder to be performed or observed except for preexisting monetary obligations and Landlord’s indemnity, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and any such purchaser or lessee, that such purchaser or lessee has assumed and agreed to performed and observe any and all covenants and obligations of Landlord hereunder except for preexisting monetary obligations and Landlord’s indemnity.

24.9 No Option. The submission of this Lease for examination or execution does not constitute a reservation of or option for the Demised Premises, and this Lease becomes effective as a lease only upon execution and delivery thereof by Landlord and Tenant.

24.10 Exculpatory Clause. All separate and personal liability of Landlord or any trustee, director, officer, partner or principal (disclosed or undisclosed) thereof of every kind or nature, if any, is waived by Tenant, and by every person now or hereafter claiming by, through or under Tenant; and Tenant shall look solely to Landlord’s estate in the Property, and, subject to the rights of any prior lender, the rents therefrom, for the payment of any claim against Landlord except and only except Landlord’s failure to fund the Construction Allowance.

24.11 No Recording. Tenant shall not record this Lease, or any portion or any reference hereto. In the event Tenant records this Lease, or permits or causes this Lease, or any portion hereof or reference hereto to be recorded, this Lease shall terminate at Landlord’s option or Landlord may declare a default hereunder and pursue any and all of its remedies provided in this Lease.

24.12 No Light, View or Air Easements. Any diminution or shutting off of light, view or air by any structure which may be erected on lands adjacent to the Property shall in no way affect this Lease or impose any liability on Landlord.

24.13 Financial Statements. Tenant, within fifteen (15) days after request, shall provide Landlord with a current financial statement and such other information as Landlord may reasonably request in order to create a “business profile” of Tenant and determine Tenant’s ability to fulfill its obligations under this Lease. Landlord, however, shall not require Tenant to provide such information unless Landlord is requested to produce the information in connection with a proposed financing or sale of the Building.

24.14 Right of First Offer. If during the Term, but subject to the rights of existing tenants, office space on the first floor of the Building becomes available for lease (the “Available Space”), Landlord shall give Tenant notice of such Available Space, identifying the same and specifying the basic terms and conditions on which Landlord proposes to lease such Available Space (the “Availability Notice”); provided, however, if Available Space becomes available during the first five (5) years of the initial Term of this Lease, the Monthly Fixed Rent for such Available Space shall be at the rate as set forth in Article I and Landlord shall provide Tenant with an improvement allowance equal to the ratio of the number of months remaining in such initial five (5) year period over the number sixty (60) times Sixty Dollars ($60.00) per square foot of Available Space. Tenant shall then have ten (10) business days after its receipt of the Availability Notice in which Tenant may either give Landlord notice of Tenant’s acceptance of the Available Space on the terms and conditions specified in the Availability Notice (the

“Acceptance Notice”) or notice of a counteroffer by Tenant for the lease of such Available Space (the “Counteroffer Notice”). Prior to giving the Availability Notice to Tenant and for ten (10) business days thereafter, Landlord shall not enter into any lease of the Available Space with any other person. If during such ten (10) business day period:

(i) Tenant gives Landlord an Acceptance Notice, Landlord and Tenant shall then promptly enter into an amendment of the Lease incorporating the terms of the Acceptance Notice, increasing the size of the Demised Premises to include the Available Space and to increase Tenant’s Proportionate Share to reflect the rentable square footage so added; or

(ii) Tenant gives Landlord a Counteroffer Notice, Landlord shall then give Tenant notice either accepting such counteroffer (in which event, Landlord and Tenant shall promptly enter into an amendment of the Lease incorporating the terms of such counteroffer, increasing the size of the Premises to include the Available Space and to increase Tenant’s Proportionate Share to reflect the rentable square footage so added), or rejecting such counteroffer.

(iii) After expiration of such ten (10) business period, if Tenant has not given Landlord a timely Acceptance Notice or a timely Counteroffer Notice, then Landlord shall be free to lease the Available Space to any other person or entity on any terms and conditions. After expiration of such ten (10) business day period, if Tenant has given Landlord a timely Counteroffer Notice which Landlord has rejected, Landlord shall be free to lease such Available Space to any other person or entity on any terms and conditions; provided, however, Landlord shall not lease such Available Space to any other person or entity on basic economic terms materially less favorable to Landlord (in the aggregate) than those set forth in such Counteroffer Notice (or, if more than one was timely given, in the last such Counteroffer Notice) without first giving Tenant at least ten (10) business days prior notice of such proposed lease and the opportunity (during such ten (10) business day period by delivery of notice to Landlord) to agree to lease such Available Space on the same terms and conditions as those of such proposed lease. In determining whether terms are materially less favorable than the terms offered to Tenant, no terms other than rent, tenant improvement allowance (if any) and minimum term shall be considered and such economic terms shall not be deemed materially less favorable if such economic terms are no less than eighty-five percent (85%) of the Monthly Fixed Rent and tenant improvement allowance, respectively. None of the rights set forth in this Section 24.14 shall be exercisable or, if exercised, shall be effective if on the date of exercise of such right, or on the date the Demised Premises would be expanded, Tenant is in default hereunder beyond applicable grace and notice periods. Tenant shall have no rights with respect to any other leasable space within said building except as specifically provided in this Lease.

24.15 Satellite Dish. Landlord hereby grants Tenant the nonexclusive right to use a portion of the exterior roof of the Building located in an area approved by Landlord, solely for the purpose of installing and operating a satellite dish and related satellite dish accessories as approved by Landlord (the “Equipment”) and for no other purpose. Tenant agrees to pay for all electricity consumed by the Equipment. Landlord shall permit Tenant reasonable access to the roof for the purposes permitted hereunder, during Normal Business Hours at the Building upon reasonable advance notice and scheduling through Landlord’s management and security personnel. Access after Normal Business Hours may be granted by Landlord in its reasonable

discretion, and for such reasonable charges as Landlord shall impose. Landlord reserves the right to enter upon the roof, without notice, at any time for the purposes of inspecting the same, or making repairs, additions or alterations to the Building, or to exhibit the roof to prospective tenants, purchasers or others, or for any other reason not inconsistent with Tenant’s rights hereunder. In connection with exercising such rights, Landlord may temporarily disconnect and/or move the Equipment, if necessary.

Tenant shall not install the Equipment, or thereafter make any alterations, additions or improvements to the roof or the Equipment without Landlord’s prior written consent, which shall not be unreasonably withheld. Landlord shall approve or reject the proposed installation of the Equipment within a reasonable time after Tenant submits (1) plans and specifications for the installation of the Equipment, (2) copies of all required governmental and quasi-governmental permits, licenses, and authorizations, which Tenant shall obtain at its own expense, and (3) if required, the approval of Landlord’s structural engineer. Landlord may withhold approval if the installation or operation of the Equipment may damage the structural integrity of the Building, interfere with any service provided by Landlord or any occupant, detract from the appearance of the Building, or for any other reasonable ground. Landlord may require that any installation or other work be done under the supervision of Landlord’ employees or agents, and in a manner so as to avoid damage to the Building. All installation work shall be performed in a good and workmanlike manner, in accordance with all governmental requirements.

Upon expiration or termination of the Lease, Tenant shall disconnect and remove the Equipment and fully repair and restore the roof to the same or better condition than prior to installation of the Equipment, ordinary wear and tear, and damage from fire or other casualty not the fault of Tenant excepted. Tenant shall promptly and properly repair (or, at Landlord’s option, pay Landlord’s reasonable charges for repairing) during the Term and upon expiration or termination of the Lease, any roof leaks or other damage or injury to the roof or the Demised Premises (or contents thereof) or Building caused by Tenant’s use of the roof or its installation, use, maintenance or removal of the Equipment. If Tenant does not immediately repair such leaks, damage or injury, or does not remove the Equipment when so required, Tenant hereby authorizes Landlord to make such repairs and/or remove and dispose of the Equipment and Tenant shall promptly pay Landlord’s reasonable charges for doing so. Landlord shall not be liable for any property so disposed of or removed by Landlord.

Landlord does not represent or warrant that the roof will be suitable for Tenant’s purposes. Tenant acknowledges that Tenant has inspected the roof and agrees to accept the same hereunder “as is.” Tenant shall, at all times, comply with any applicable federal, state, county or local laws or ordinances, pertaining to Tenant’s use of the roof or the Equipment. Tenant shall not use the roof or the Equipment so as to interfere in any way with (1) the ability of Landlord or its tenants and occupants of the Building and neighboring properties to receive radio, television, telephone, microwave, short-wave, long-wave or other signals of any sort that are transmitted through the air or atmosphere, (2) the use of electric, electronic or other facilities, appliances, personal property and fixtures or (3) the use of any antennas, satellite dishes or other electronic or electric equipment or facilities currently or hereafter located on the roof or any floor or area of the Building. The Equipment shall be used only by or for the benefit of Tenant. Any use by other parties without the prior consent of Landlord, which consent may be arbitrarily withheld, is expressly prohibited.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the 9th day of May, 2005.

LANDLORD:		TENANT:

PENLARK, L.P.		CNF INC.

By:	/s/ Karen Pell	By:	/s/ Douglas W. Stotlar

Name:	Karen Pell	Name:	Douglas W. Stotlar

Title:	Secretary/Treasury	Title:	President & CEO - CNF

[2ND FLOOR SPACE PLAN]

Exhibit A

[3RD FLOOR SPACE PLAN]

Exhibit A

EXHIBIT B

[INTENTIONALLY DELETED]

EXHIBIT C

RULES AND REGULATIONS

1. Common Areas. Tenant will not obstruct the sidewalks, parking areas, halls, passages, exits, entrances, elevators, stairways or other common areas of the Property and the building, and Tenant will not use these areas for any purpose other than ingress and egress to and from the Demised Premises. These areas, except for the sidewalks and parking areas, are not open to the general public and Landlord reserves the right to control and prevent access to them of any person whose presence, in Landlord’s opinion, would be prejudicial to the safety of the Property and its tenants, or who is intoxicated or under the influence of alcohol or drugs, or who shall in any manner do any act in violation of these rules and regulations.

2. Signage. Subject to any express provisions in the Lease, no sign, placard, pictures, advertisement, name or notice visible from the exterior of the Demised Premises shall be inscribed, painted, printed, affixed or otherwise displayed by Tenant on or in any part of the outside or inside of the building without the written consent of the Landlord first had and obtained (such consent not to be unreasonably withheld, conditioned or delayed) and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. All approved signs or lettering shall be inscribed, painted, printed or affixed at the expense of Tenant by a person approved of by Landlord, said approval not to be unreasonably withheld. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall visible from outside the Demised Premises that is inconsistent with the operation and maintenance of a first class office building.

3. Keys and Locks. Landlord shall furnish Tenant two (2) keys to each door or lock in the Demised Premises. Subject to Tenant’s rights under the Lease, Tenant shall not alter any lock or install any new or additional locks or any bolts on any doors or windows of the Demised Premises, or on any other part of the building without the prior written consent of Landlord and, in any event, Tenant will provide Landlord with a key or a combination for any such lock. On termination of the Lease, Tenant will deliver all keys to any locks or doors in the Demised Premises or the building which Tenant has in its possession or under its control.

4. No Access to Roof. Tenant has no right of access to the roof of the building and will not install, repair or place any antenna, aerial, aerial wires, fan, air conditioner or other device on the roof of the building without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any such device installed without such written consent is subject to removal at Tenant’s expense without notice at any time. In any event, Tenant will be liable for any damages or repairs incurred or required as a result of its installation, use, repair, maintenance or removal of such devices on the roof and agrees to indemnify and hold harmless Landlord from any liability, loss, damage, cost or expense, including reasonable attorneys fees, arising from any activities of Tenant or its agents, employees, contractors or invitees on the roof of the building.

5. Floor Load. Tenant shall not overload the floor of the Demised Premises or in any way deface the Demised Premises or any part thereof.

6. Nuisances; Dangerous Substances. Neither the Tenant nor any agent, employee, contractor or invitee of Tenant shall use, keep or permit to be used or kept in the Demised Premises any foul or noxious gas or substance, kerosene, gasoline or inflammable or combustible fluid or material, or permit or suffer the Demised Premises or the Property’s Common Areas to be occupied or used in a manner that produces noise, odors, vibrations, and/or conduct that is inconsistent with the operation and maintenance of a first class office building, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Demised Premises or the Property.

7. Miscellaneous Prohibited Uses. No cooking or similar food preparation shall be done or permitted by Tenant on the Demised Premises (other than to the extent contemplated by the Final Plans for the tenant improvements for the Demised Premises or otherwise approved by Landlord), nor shall the Demised Premises be used for the storage of merchandise held for sale or for the sale of merchandise to the general public, for washing clothes, for lodging, or for any improper; objectionable or immoral purposes.

8. Heating and Air Conditioning. Tenant shall not use any method of heating or air conditioning other than that supplied by Building units.

9. Electrical Installations. Landlord will direct Tenant’s electricians, if any, as to where and how telephone, telegraph and electrical wires are to be installed. No boring or cutting for wires will be allowed without the prior written consent of the Landlord. The location of telephones call boxes, burglar alarms, smoke detectors and other office equipment affixed to the Demised Premises shall be subject to the prior written approval of Landlord.

10. Plumbing Facilities. The toilet rooms, urinals, wash bowls-and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be disposed of therein, and the expense of any breakage, stoppage, or other damage resulting from a violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

11. Office Closing Procedures. Tenant will be responsible for making sure that the doors of the Demised Premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before Tenant or its employees leave the Demised Premises, so as to prevent waste or damage. Tenant will keep the doors to the building corridors closed at all times, except for normal ingress and egress.

12. Building Directory. In any building in the Property occupied by more than one tenant, a directory will be provided for the display of the name and location of tenants. Landlord reserves the right to approve any additional names Tenant desires to place in the directory and, if so approved, Landlord may assess a reasonable charge for adding such additional names.

13. Window Coverings. No curtains, draperies, blinds shutters, shades, awnings, screens or other coverings, window ventilators, hangings, decorations or similar equipment shall be attached to, hung or placed in, or used in connection with any window of the Demised Premises without the prior written consent of Landlord.

14. Use of Hand Trucks. Tenant will not use or permit to be used in the Demised Premises or the Common Areas of the building in which the Demised Premises are located any hand trucks, carts or dollies except those equipped with rubber tires and side guards or such other equipment as Landlord may approve, and Tenant shall be liable for all damage to the Demised Premises and the Common Areas resulting from the use of any such equipment.

15. Refuse. Tenant will store all its trash and garbage within the Demised Premises. No material will be placed in the trash boxes or receptacles if such material may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city in which the Property is located without being in violation of any law, ordinance or rule governing such disposal. All trash and garbage removal will be only through Common Areas as are provided for such purposes and at such times as Landlord may designate.

16. Landlord’s Control. Landlord shall have the right to control and operate the Common Areas of the Property including the public facilities and facilities furnished for the common use of tenants, and the heating and air conditioning and other services provided for tenants, in such manner as it deems best for the benefit of the tenants generally, provided that Landlord exercises its rights hereunder in a manner that is consistent with the operation and maintenance of a first class office building.

17. Soliciting. Canvassing, peddling, soliciting, and distribution of handbills or any other written materials in the Property are prohibited and Tenant will cooperate to prevent same.

18. Parking. Tenant will use and will cause its agents, employees, contractors and invitees to use the parking spaces to which it is entitled under the Lease in a manner consistent with Landlord’s directional signs and markings in the parking facility. Specifically, but without limitation, Tenant will not park, nor permit its agents, employees, contractors or invitees to park, in a manner that impedes access to and from the Property or any building or the parking facility that violates space reservations for handicapped drivers registered as such with the California Department of Motor Vehicles. Landlord may use such reasonable means as necessary, to enforce the directional signs and markings in the parking facility, including but not limited to towing services, and Landlord will not be liable for any damage to vehicles towed as a result of non-compliance with such parking regulations.

19. Fire, Security and Safety Regulations. Tenant will comply with all safety, security, fire protection and evacuation measures and procedures established by Landlord or any governmental agency.

20. Responsibility for Theft. Tenant assumes any and all responsibility for protecting the Demised Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Demised Premises closed.

21. Sales and Auctions. Tenant will not display or sell merchandise outside the exterior walls and doorways of the Demised Premises nor use such areas for storage. Tenant will not install any exterior lighting, amplifiers or similar devices or use in or about the Demised Premises an advertising medium which may be heard or seen outside the Demised Premises,

including flashing lights, searchlights, loudspeakers, phonographs or radio broadcasts. Tenant will not conduct or permit to be conducted any sale by auction in, upon or from the Demised Premises or elsewhere in the Property; whether said auction be voluntary, involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding.

22. Enforcement. Landlord shall enforce these rules in a reasonable, nondiscriminatory manner; provided, however, that this shall not preclude Landlord from waiving any one or more of these building rules for the benefit of any particular tenant or tenants so long as such waiver is reasonable under the circumstances, and no such waiver by Landlord will be construed as a waiver of such building rules in favor of any other tenant or tenants nor prevent Landlord from thereafter enforcing these building rules against any or all of the tenants of the Property.

23. Effect on Lease. These building rules are in addition to and shall not be construed to in anyway to modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Lease. Violation of these building rules constitutes a failure to fully perform the provisions of the Lease.

24. Additional and Amended Rules. Landlord reserves the right to rescind or amend these building rules and/or to adopt any other and reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Property and for the preservation of good order therein; provided, however, that any such amendment or new rules shall not take effect upon less than fifteen (15) days prior notice to Tenant.

EX-10.13 35 a2203792zex-10_13.htm EX-10.13

Exhibit 10.13

First Amendment to Sublease

THIS FIRST AMENDMENT to Sublease is made as of April 5, 2011, and is a part of that Sublease dated August 1, 2008, by and between Con-way Inc., a Delaware corporation (“Sublessor”), and IntelePeer, Inc., a Delaware corporation (“Sublessee”), and is made with reference to the following facts:

A. The premises originally subleased by Sublessee pursuant to the Sublease consists of premises in one building located at 2855 Campus Drive, in the City of San Mateo, California.

B. The Sublease Term for said subleased premises currently expires on August 31, 2013.

Now, therefore, Sublessor and Sublessee hereby agree that the Sublease is amended as follows:

1. Subleased Premises:

As of the date of this amendment, Sublessor leases to Sublessee and Sublessee leases from Sublessor the Subleased Premises which consist of approximately 6,680 rentable square feet located on the second (2nd) floor of 2855 Campus Drive, San Mateo, California.

Effective May 15, 2011, the Subleased Premises shall increase such that Sublessor leases to Sublessee and Sublessee leases from Sublessor the Subleased Premises which consist of approximately 11,572 rentable square feet located on the second (2nd) floor of 2855 Campus Drive, San Mateo, California as described in Exhibit “B”.

2. Rent:

Effective May 15, 2011, the Rent shall be amended as follows:

Months		Amount per square foot/Full Service
5/15/2011 – 4/30/2012		$2.50 ($28,930.00 per month)
5/1/2012 – 4/30/2013		$2.575 ($29,797.90 per month)
5/1/2013 – 8/31/2013		$2.6523 ($30,691.84 per month)

3. Operating Expenses:

The Sublease shall be full service in nature. Sublessee shall be responsible for its pro-rata share of any increases in the operating expenses over and above a base year of 2009. Sublessee shall be responsible for all charges, based on actual usage, related to after-hours HVAC usage with the Sublease Premises in accordance with the normal business hours for the Subleased Premises set forth in Section 21 of the Sublease. Sublessee’s Pro Rata Share shall be determined under the Master Lease, except for the purposes of such calculation, the Demised Premises shall be the Subleased Premises under the Sublease (i.e. comprising 11,572 square feet of space). Accordingly, Sublessee’s Pro Rata Share is 15.74%. For the avoidance of doubt, Sublessee’s share of the space Sublessor leases under the Master Lease is 23.49%. Also for the avoidance of doubt, Sublessee agrees that it is responsible for setting up and maintaining telephone and internet service in its own name during the term of the Sublease.

245 Lytton Avenue, Suite 150, Palo Alto, CA 94301 M 650.322.2600 F 650.321.0719 Lic #00832933

www.ccareynkf.com

4. Broker Fee:

Upon execution of the First Amendment to Sublease, Sublessor shall pay Cornish & Carey Commercial Newmark Knight Frank, a licensed real estate broker, the sum of $14,418.66 for brokerage services rendered by Broker to Sublessor in this transaction. Said Broker Fee shall be split one-third (1/3) to Cornish & Carey Commercial Newmark Knight Frank and two-thirds (2/3) to Jones Lang LaSalle.

5. Broker Representation:

The only Brokers involved in this First Amendment to Sublease are Cornish & Carey Commercial Newmark Knight Frank representing the Sublessor and Jones Lang LaSalle representing the Sublessee. Each party warrants and represents to the other that, except as provided in the two preceding sentences, such party has retained no broker or other party that is entitled to any fee or commission in connection with this First Amendment to Sublease, and such party agrees to indemnify, defend, and hold harmless the other party from any and all liabilities, claims or damages arising out of such party’s breach of the foregoing warranty and representation.

6. Tenant Improvements:

Sublessor, at Sublessor’s expense, shall demise the Subleased Premises and separate all applicable building systems prior to May 15, 2011. The finishes and improvements used by Sublessor to complete such demising of the new Subleased Premises shall be consistent with the finishes and improvements in the original Subleased Premises. Sublessee shall otherwise accept the Subleased Premises in its existing “as-is” condition. Sublessee shall have rent-free access to the expanded Subleased Premises starting on May 9, 2011 for the purposes of office set-up; provided that Sublessee does not interfere with Sublessor’s ability to complete the tenant improvements provided for in this Paragraph 6 in a timely manner.

7. Option to Terminate:

Sublessee shall no longer have a right to terminate the sublease.

8. Except as expressly set forth in this Amendment, all terms and conditions of the Sublease remain in full force and effect.

IN WITNESS WHEREOF, Sublessor and Sublessee have executed this First Amendment to be effective as of the date first set forth above.

SUBLESSOR:		CON-WAY INC.	SUBLESSEE:			INTELEPEER, INC.


By:	/s/ Jennifer Pileggi			By:	/s/ Andre Simone
	Jennifer W. Pileggi, Executive Vice President,				Andre Simone, CFO
	General Counsel and Secretary


Date:	April 12, 2011			Date:	April 11, 2011

Exhibit “B” Premises

LESSOR CONSENT:

The undersigned, Penlark, L.P., as lessor (“Lessor”) under that certain Lease Agreement dated May 9, 2005 (the “Master Lease”) with CNF Inc. (which changed its legal name to Con-way Inc. as of April 18, 2006) (“Sublessor”) for certain premises located at 2855 Campus Drive, San Mateo, California, hereby consents to the entering into of the foregoing First Amendment to Sublease dated as of April 5, 2011 (the “First Amendment to Sublease”) between Sublessor and IntelePeer, Inc., as sublessee (“Sublessee”) and waives any right it may have to terminate the Master Lease or retake the Sublease Premises as a result thereof.

LESSOR: PENLARK, L.P.

By:	/s/ Karen Pell
	Karen Pell

Date: April 13, 2011

EX-10.14 36 a2203792zex-10_14.htm EX-10.14

Exhibit 10.14

COMMERCIAL LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into by and between Garvin Partners, (“Landlord”), a Delaware corporation, and IntelePeer, Inc. (“Tenant”) a Deleware corporation.

W I T N E S S E T H:

1. PREMISES: Landlord hereby leases to Tenant, and Tenant leases from Landlord for the Term (as defined below) and subject to the provisions herein the Premises consisting of approximately 10,179 rentable square feet described on Exhibit “A” attached hereto (hereinafter referred to as the “Demised Premises” or “Premises”) situated within the City and County of Denver, State of Colorado, also known as Suite 100 (5,639 RSF) and Suite B100 (4,540 RSF), 2300 15th Street, Denver, Colorado (“Building”), including the right to use, in common with others, as the same may exist from time to time at the discretion of the Landlord, the lobbies, entrances, stairs, elevators and other public or common portions of the Building together with parking and other rights set forth herein (collectively, “Building Complex”).

2. TERM: The Term of this lease shall be 36 months beginning on or about September 1, 2008, and terminating at 12:00 midnight on August 31, 2011 (“Term”).

3. RENT: Tenant shall pay to Landlord as “Base Rent” for the term of this agreement the sum of Six Hundred Twenty Seven Thousand Nine Dollars and no/100s, ($627,009), payable as follows:

(i) For the 12 month period from September 1, 2008 thru August 31, 2009 Tenant shall pay to Landlord the sum of Two Hundred Three Thousand Nine Hundred Thirteen Dollars and 50/100s ($203,913.50) in equal monthly installments of Sixteen Thousand Nine Hundred Ninety-Two Dollars and 79/100s ($16,992.79)

(ii) For the 12 month period from September 1, 2009 thru August 31, 2010 Tenant shall pay to Landlord the sum of Two Hundred Nine Thousand Three Dollars and no/100s ($209,003) in equal monthly installments of Seventeen Thousand Four Hundred Sixteen Dollars and 92/100s. ($17,416.92)

(iii) For the 12 month period from September 1, 2010 thru August 31, 2011 Tenant shall pay to Landlord the sum of Two Hundred Fourteen Thousand Ninety-Two Dollars and 50/100s ($214,092.50) in equal monthly installments of Seventeen Thousand Eight Hundred Forty-One Dollars and 04/100s. ($17,841.04)

All monthly installments of Base Rent and all Additional Rent payable hereunder shall be due and payable on or before the first day of each succeeding calendar month during the Term hereof; provided that, in the event the Term hereof shall commence or end during a calendar month, the rent for any fractional calendar month following the commencement or preceding the end of the term of this Lease shall be pro rated by the number of days the Lease is in effect during

such month.

4. FIRST OPTION TERM: Provided Tenant is not in default of any term or condition in the lease, Tenant shall be entitled to renew the lease (“First Option to Renew”) for (1) one additional (2) two year term. (“First Option Term”) Tenant must notify Landlord in writing of Tenant’s exercise of this First Option to Renew not less than (6) Six months, and not more than (9) nine months prior to the expiration of the initial term. The new Base Rent for this First Option Term will be Four Hundred Forty-Three Thousand Four Hundred Fifty-Three Dollars and 50/100s ($443,453.50) due and payable as follows:

(i) For the 12 month period from September 1, 2011 thru August 31, 2012 Tenant shall pay to Landlord the sum of Two Hundred Nineteen Thousand One Hundred Eighty-Two Dollars and no/100s ($219,182) in equal monthly installments of Eighteen Thousand Two Hundred Sixty-Five Dollars and 17/100s. ($18,265.17)

(ii) For the 12 month period from September 1, 2012 thru August 31, 2013 Tenant shall pay to Landlord the sum of Two Hundred Twenty-Four Thousand Two Hundred Seventy-One Dollars and 50/100s ($224,271.50) in equal monthly installments of Eighteen Thousand Six Hundred Eighty-Nine Dollars and 29/100s. ($18,689.29)

5. SECOND OPTION TERM: Provided Tenant is not in default of any term or condition in the lease, Tenant shall be entitled to renew the lease (“Second Option to Renew”) for (1) one additional (5) five year term (“Second Option Term”), except that the Landlord and Tenant will have to agree on a new Base Rent. Tenant must notify Landlord in writing of Tenant’s exercise of this Second Option to Renew not less than (6) six months, and not more than (9) nine months prior to the expiration of the First Option to Renew term. If Tenant and Landlord cannot agree on a new Base Rent for each year of the Second Option Term (6) six months before the expiration of the First Option Term of the lease, this Second Option to Renew, together with any and all Tenant rights therein, will expire and Landlord will be free to market the space to other potential tenants.

6. SECURITY DEPOSIT: Tenant has deposited with Landlord, upon delivery of this lease, Seventeen Thousand Eight Hundred Forty-One Dollars and 04/100s. ($17,841.04) as a security deposit. Such security deposit shall be held by Landlord without interest as security for the performance by Tenant of Tenant’s covenants and obligations under this lease. The security deposit is not an advance payment of rent, or the full measure of liquidated damages in case of default by Tenant. Upon the occurrence of any event of default, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use the rent installments to the extent necessary to make good any arrears of rent and any other damage, injury, expense or liability caused to Landlord by such event of default. Following any such application of the rent installments, Tenant shall pay to Landlord, on demand, the amount so applied in order to restore the rent installments to its original amount. If Tenant is not in default, hereunder, any remaining balance of

such deposit shall be returned by Landlord to Tenant within 30 days of expiration or termination of this lease.

7. ACCEPTANCE OF PREMISES: Tenant acknowledges that it has fully inspected the Demised Premises and accepts the Demised Premises, and any buildings and improvements situated thereon, in their present condition as suitable for the purposes for which the same are leased with the changes and improvements represented in Exhibit A. Landlord’s complete obligation is delivering Premises consistent with Exhibit A.

Tenant shall comply with all governmental laws, building codes, ordinances and regulations applicable to the use and maintenance of the Demised Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in or upon or connected with the Demised Premises, all at Tenant’s sole expense.

8. CHARACTER OF OCCUPANCY: The Demised Premises shall be used and occupied only for the purpose of general business offices and storage space for Tenant’s business, and related companies and not otherwise without Landlord’s consent. Tenant shall at its own expense obtain any and all governmental licenses and permits necessary for such use.

(a) The Premises are to be used for general offices and storage space, and for no other purpose without the prior written consent of Landlord, which consent shall not be unreasonably withheld and shall be deemed granted if Landlord has not objected to such proposed use within five (5) business days after receipt of written request from Tenant. Tenant shall procure, at its sole expense, all permits or licenses required for the transaction of business at the Premises.

(b) Tenant shall not suffer nor permit the Premises nor any part thereof to be used in any manner, nor anything to be done therein, nor suffer or permit anything to be brought into or kept therein, which would in any way (i) make void or voidable any fire or liability insurance policy then in force with respect to the Demised Premises and Building Complex, (ii) make unobtainable from reputable insurance companies authorized to do business in Colorado any fire insurance with extended coverage, or liability, elevator, boiler or other insurance required to be furnished by Landlord under the terms of any lease or mortgage.affecting the Building Complex, (iii) cause or in Landlord’s reasonable opinion be likely to cause physical damage to the Building Complex or any part thereof, (iv) constitute a public or private nuisance, (v) impair, in the opinion of Landlord, the appearance, character or reputation of the Building Complex, or (vi) create waste in, on or around the Premises, Building, or Building Complex.

(c) Tenant shall not use the Premises nor permit anything to be done in or about the Premises or Building Complex which will in any way conflict with any law, statute, ordinance, protective covenants affecting the Building Complex or governmental or quasi-governmental rules or regulations now in force or which may hereafter be enacted or

promulgated. Tenant shall give written notice within five (5) days from receipt thereof to Landlord of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. Landlord shall give prompt notice to Tenant of any notice it receives relative to the violation by Tenant of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof.

(d) Tenant agrees to submit to Landlord any report or reports or information, which is required by law or regulation relating to Tenant’s operations.

9. SERVICES AND UTILITIES: Landlord agrees without charge to furnish Tenant with hot and cold running water in common areas, heating, ventilating and/or air conditioning in season during normal business hours and electric lighting for the Demised Premises and the common areas of the building. With respect to heating, ventilating and/or air conditioning, if Tenant requires air conditioning other than on Monday through Friday between the hours of 8:00 A.M. and 6:00 P.M., Landlord shall furnish it only at Tenant’s written request and Tenant shall bear the entire charge thereof, which will be an amount equal to Landlord’s actual costs, Such additional charges shall be payable with the next scheduled monthly rent payment. In the event of any interruption, reduction or discontinuance of services, Landlord shall not be liable for damages to Tenant as a result thereof, or cause or permit an abatement or reduction or set-off of rent or operate to release Tenant from any of the Tenant’s obligations hereunder.

10. MAINTENANCE AND REPAIRS: Tenant shall at its expense keep the Demised Premises in good condition and repair. Tenant shall be responsible for the full cost of repair or replacement for damages to the Demised Premises or Building Complex caused by the negligence of Tenant, its employees, agents or invitees. Tenant agrees that it will keep the Demised Premises in a safe, sanitary and orderly condition at all times. Tenant, at its own expense, shall collect and dispose of all excess trash and refuse at frequent intervals. Tenant agrees that nothing shall be done or kept in the Demised Premises which might impair the value of the Demised Premises or which would constitute waste. At the end of the Term or other termination of this Lease, Tenant shall deliver the premises with all improvements thereon in good repair and condition, reasonable wear and tear only excepted.

In the event Tenant shall fail to maintain the Demised Premises in accordance with this paragraph 8, Landlord shall have the right (but not the obligation) to cause all repairs or other maintenance to be made and the reasonable costs therefor expended by Landlord shall be paid by Tenant on written demand. Landlord shall have no liability to Tenant for any damage or interference with the use of the Demised Premises by Tenant as a result of performing such work.

11. ALTERATIONS, ADDITIONS AND IMPROVEMENTS: Tenant shall not make any alterations, additions or improvements to the Demised Premises without prior written consent of Landlord; provided however, that Tenant shall be entitled to make nonstructural nonmechanical

alterations costing less than $10,000.00 without Landlord’s consent. If Landlord gives its consent, Landlord reserves the right to approve the Tenant’s selection of contractor for such alterations and Tenant will provide Landlord with such information as reasonably determined by Landlord to make an informed decision about said contractor.

(a) Tenant, at any time and from time to time during the term, at its sole cost and expense, and provided Tenant has obtained any required consent from Landlord, which shall be in a timely manner and not unreasonably withheld, may make improvements, alterations, additions, installations, substitutions, betterments and decorations (collectively “Improvements”) in and to the Premises, provided:

(i) the Improvements will not result in a violation of any certificate of occupancy applicable to the Premises or to the Building Complex;

(ii) the Improvements will not require a change in any certificate of occupancy applicable to the Premises or Building Complex without Landlord’s prior consent, not to be unreasonably withheld;

(iii) except with respect to permitted signage, the outside appearance of the Building Complex or any part thereof shall not be affected in any way, and such Improvements shall not adversely affect or weaken or impair (temporarily or permanently) the structure or lessen the value of the Premises or Building Complex, either during the making of such Improvements or upon their completion;

(iv) there shall be no Improvements to the exterior, roof, foundation, structural, or affecting the mechanical, plumbing, electrical or HVAC systems of the Building Complex without the prior consent of the Landlord, not to be unreasonably withheld or delayed and which shall be deemed granted if Landlord has not objected thereto within five (5) business days after receipt of written request from Tenant;

(v) in performing the work involved in making such Improvements, Tenant shall be bound by and observe all of the terms of this Lease and any applicable laws, regulations, or covenants affecting the Building Complex; and

(vi) at all times during construction in the Premises, Tenant shall post in a conspicuous place and continuously maintain the posting of a notice of non-liability of Landlord for such work, in the form of Exhibit D attached hereto and incorporated herein by this reference.

(vii) Tenant acknowledges the historical nature of the building and will not do anything, nor permit anything to be done by its contractors, employees, invitees, etc.,

that will adversely affect the building. It is understood that no drilling into bricks or timbers is permitted, without express written consent of Landlord.

(b) Unless Tenant shall notify Landlord otherwise, all Improvements to the Premises, including, by way of illustration but not by limitation, all counters, screens, grilles, special cabinetry work, partitions, paneling, carpeting, drapes or other window coverings and light fixtures, shall be deemed a part of the real estate and the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof without molestation, disturbance or injury at the end of the Lease term, whether by lapse of time or otherwise, unless Landlord, by written notice to Tenant at the time improvements are approved, shall elect to have Tenant remove all or any of such alterations, improvements or additions at the end of the term (excluding non-movable walls, HVAC duct work and electrical improvements), and in such event, Tenant shall, at the end of the term, remove, at its sole cost and expense, such alterations, improvements and additions and restore the Premises to the condition in which the Premises were prior to the making of the same, reasonable wear and tear excepted. Any such removal, whether required or permitted by Landlord, shall be at Tenant’s sole cost and expense, and Tenant shall restore the Premises to the condition in which the Premises were prior to the making of the same, reasonable wear and tear excepted. All movable partitions, machines and equipment, telephone system, shelving or removable improvements which are installed in the Premises by or for Tenant, without expense to Landlord, and can be removed without structural damage to or defacement of the Building or the Premises, and all furniture, furnishings, telephone systems, shelving, removable improvements and other articles of personal property owned by Tenant and located in the Premises (all of which are herein called “Tenant’s Property”) shall be and remain the property of Tenant and may be removed by it at any time during the term of this Lease. However, if any of Tenant’s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Building or the Premises resulting from such removal. All additions or improvements which are to be surrendered with the Premises shall be surrendered with the Premises, as a part thereof, at the end of the term or the earlier termination of this Lease.

(c) Prior to the commencement of any Improvements to the Premises or Building Complex costing $10,000.00 or more in any one instance, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in the State of Colorado evidencing that workmen’s compensation, public liability insurance and property damage insurance, all in amounts, with companies and on forms reasonably satisfactory to Landlord, are in force and maintained by all contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured and shall provide that the same may not be canceled or modified without thirty (30) days prior written notice to Landlord.

(d) Tenant, at its sole cost and expense, shall cause any permitted Improvements in or about the Premises to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction.

12. SIGNS: Tenant shall not place or affix any signs, either lighted or unlighted, including material supplied by manufacturers of merchandise offered for sale, or other objects upon or within the Demised Premises that illuminate, or are otherwise visible from the exterior of the building, or paint or otherwise deface the exterior walls of the Demised Premises without the prior written consent of Landlord. Tenant shall have the right to standard building directory and suite signage at Landlord’s expense one time. Any signs installed by Tenant shall conform with applicable laws. Permission will not be granted for any advertising which fails to comply with the City and County of Denver’s design standards or any advertising material, fixture or equipment which extends beyond the Demised Premises. Tenant shall remove all signs installed by the tenant at the termination of this Lease and shall repair any damage and close any holes caused or revealed by such removal.

13. INSURANCE: Landlord at its expense shall procure and maintain the hazard, fire and extended coverage on the Building. Tenant shall procure at its expense, and keep in force at all times during the term hereof:

(a) Comprehensive general public liability insurance in the amounts of: One Million Dollars ($1,000,000.00) each occurrence combined single limit for bodily injury, property damage and personal injury; Two Million Dollars ($2,000,000.00) aggregate for bodily injury and property damage for products and completed operations The commercial general liability policy shall be written on an occurrence basis, including public liability and property damage, in form and company acceptable to and approved by Landlord, covering the Demised Premises, the operations of both the Tenant and each and every permitted assignee hereunder and products therein, which amounts may be increased upon Landlord’s request at any time during the term of this Lease. For the commercial general liability, the Insurance Services Office Form CG0043 or its equivalent must be attached and so indicated on the certificate of insurance. Landlord, its officials and employees shall be listed as additional insured with respect to this Lease with additional insured coverage for the commercial general liability at least as broad as Insurance Services Office Form CG2011.

(b) Tenant shall maintain at its cost insurance for fire, hazard and extended coverage on Tenant’s property and the contents of the Demised Premises.

(c) Tenant shall maintain at all times adequate worker’s compensation insurance consistent with Colorado statutory requirements (including occupational disease hazards) with an authorized insurance company, or through the Colorado State Compensation Insurance Fund or through an authorized self-insurance plan approved by the State of Colorado, insuring the payment of compensation to all its employees.

(d) Certificates evidencing the existence of the policies, in such form as the Landlord may require, shall be delivered to the Landlord prior to the Commencement Date. Upon request by Landlord, Tenant agrees at any time during the Term of this Lease, to furnish the original or a certified copy of said policy or policies.

Each such policy or certificate shall contain a provision insuring contractual liability of Tenant to the Landlord. Each such policy or certificate shall contain a valid provision or endorsement that “This policy will not be canceled, or materially changed, reduced or altered, without first giving 30 days prior written notice thereof to Landlord.”

A renewal certificate shall be delivered to Landlord at least 30 days prior to a policy’s expiration date, except for any policy expiring after the Expiration Date of this Lease or any extension thereof.

14. DAMAGE OR DESTRUCTION TO BUILDING:

(a) In the event that the Demised Premises or the Building Complex are damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building Complex, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefore, provided such repairs and restoration can, in Landlord’s reasonable opinion, be made within one hundred twenty (120) days after the occurrence of such damage without the payment of overtime or other premiums, and until such repairs and restoration are completed, the Base Rent shall be abated in proportion to the part of the Demised Premises which is unusable by Tenant in the conduct of its business, or unleasable, as mutually agreed by Landlord and Tenant, (but there shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period equal to three days or less). Landlord agrees to notify Tenant within forty-five (45) days after such casualty if it estimates that it will be unable to repair and restore the Premises within said one hundred twenty (120) day period. Such notice shall set forth the approximate length of time Landlord estimates will be required to complete such repairs and restoration. Notwithstanding anything to the contrary contained herein, if Landlord cannot or estimates it cannot make such repairs and restoration within said one hundred twenty (120) day period, then Tenant may, by written notice to Landlord cancel this Lease, provided such notice is given to Landlord within thirty (30) days after Landlord notifies Tenant of the estimated time for completion of such repairs and restoration. Notwithstanding the preceding sentence, Tenant may not cancel this Lease as hereinabove stated if the damage to the Premises or the Building is in whole or in part the result of the act, omission, fault or negligence of Tenant, its agents, contractors, employees, licensees or invitees. Except as provided in this Paragraph 12, and except to the extent caused by Landlord’s negligence, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from the making of any such repairs, alterations or improvements in or to the

Building, Premises or fixtures, appurtenances and equipment. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s Property, including furniture and furnishings, or on any fixtures or equipment removable by Tenant under the provisions of this Lease, or any improvement installed in the Premises by or on behalf of Tenant, and that Landlord shall not be obligated to repair any damage thereto or replace the same, except to the extent such damage is caused by the negligence of Landlord.

(b) In case the Building throughout shall be so injured or damaged, whether by fire or otherwise (though the Demised Premises may not be affected, or if affected, can be repaired within said 120 days) that Landlord, within forty-five (45) days after the happening of such injury, shall decide not to reconstruct or rebuild the Building, then notwithstanding anything contained herein to the contrary, upon notice in writing to that effect given by Landlord to Tenant within said forty-five (45) days, Tenant shall be obligated for Base Rent, properly apportioned up to date of such casualty, this Lease shall terminate from the date of delivery of said written notice, and both parties hereto shall be released and discharged from all further obligations hereunder (except those obligations which expressly survive termination of the Lease term). A total destruction of the Building shall automatically terminate this Lease.

15. CONDEMNATION:

(a) If the whole of the Demised Premises or so much thereof as to render the balance unusable by Tenant for the proper conduct of its business or unleasable (as mutually determined by Landlord and Tenant), or shall be taken under power of eminent domain or transferred under threat thereof, then this Lease, at the option of either Landlord or Tenant exercised by either party giving notice to the other of such election within thirty (30) days after such conveyance or taking possession, whichever is earlier, shall forthwith cease and terminate and the rent shall be duly apportioned as of the date of such taking or conveyance. No award for any partial or entire taking shall be apportioned and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof. Notwithstanding the foregoing, Tenant shall be entitled to seek, directly from the condemning authority, an award for its removable trade fixtures, equipment and personal property and relocation expenses, if any, to the extent Landlord’s award is not diminished. In the event of a partial taking which does not result in a termination of this Lease, Base Rent shall be reduced in proportion to the reduction in the size .of the Demised Premises so taken and this Lease shall be modified accordingly. Promptly after obtaining knowledge thereof, Landlord or Tenant, as the case may be, shall notify the other of any pending or threatened condemnation or taking affecting the Demised Premises or the Building Complex.

(b) If all or any portion of the Demised Premises shall be condemned or taken for governmental occupancy for a limited period (not to exceed 90 days), this Lease shall not

terminate and Landlord shall be entitled to receive the entire amount of any such award or payment thereof as damages, rent or otherwise. Tenant hereby assigns to Landlord any award which may be made in such temporary taking, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof. Tenant shall be entitled to receive an abatement of Base Rent in proportion to the reduction in the size of the Demised Premises so taken.

16. ASSIGNMENT AND SUBLETTING: Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably be withheld or delayed, assign this Lease or sublet the Demised Premises or any portion thereof. Any assignment or subletting shall be expressly subject to all terms and provisions of this Lease. In the event of any assignment or subletting, Tenant shall remain fully liable for the full performance of all Tenant’s obligations under this Lease. Tenant shall not assign its rights hereunder or sublet the Demised Premises without first obtaining a written agreement from assignee or sublessee whereby assignee or sublessee agrees to be bound by the terms of this Lease. No such assignment or subletting shall constitute a novation. In the event of the occurrence of an event of default while the Demised Premises are assigned or sublet, Landlord, in addition to any other remedies provided herein or by law, may at Landlord’s option, collect directly from such assignee or subtenant all rents becoming due under such assignment of subletting and apply such rent against any sums due to Landlord hereunder. No direct collection by Landlord from any such assignee or subtenant shall release Tenant from the performance of its obligations hereunder. Fifty percent of any excess rent over the Base Rent paid by any assignee or subtenant hereunder shall be paid over to Landlord as Additional Rent. Notwithstanding the foregoing, Tenant shall be entitled to assign this Lease to a parent, or wholly owned subsidiary upon notice to Landlord.

17. ESTOPPEL CERTIFICATE: Tenant or Landlord further agree at any time and from time to time on or before five (5) days after receipt of written request by Landlord or Tenant, to execute, acknowledge and deliver to the other an estoppel certificate certifying (to the extent it believes the same to be true) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), that there have been no defaults thereunder by Landlord or Tenant (or if there have been defaults, setting forth the nature thereof), the date to which the rent and other charges have been paid, if any, that Tenant claims no present charge, lien, claim or offset against rent, if the rent is not prepaid for more than one month in advance, and such other matters as may be reasonably required by Landlord, Landlord’s mortgagee, or any potential purchaser of the Building, it being intended that any such statement delivered pursuant to this Paragraph may be relied upon by any prospective purchaser of all or any portion of Landlord’s interest herein, or a holder of any mortgage or deed of trust encumbering any portion of the Building Complex. Tenant’s failure to deliver such statement within such time shall be a default under this Lease.

18 DEFAULT:

(a) The following events (herein referred to as an “event of default”) shall constitute a default by Tenant hereunder:

(1) Tenant shall fail to pay, within ten (10) days after due, any installment of Base Rent, Additional Rent or any other amounts payable hereunder;

(2) This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any other person or party in violation of the provisions of this Lease, except as permitted herein;

(3) This Lease or the Demised Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or shall be taken upon or subject to any attachment at the instance of any creditor or claimant against Tenant, and said attachment shall not be discharged or disposed of within thirty (30) days after the levy thereof;

(4) Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved or shall make an assignment for the benefit of creditors;

(5) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Tenant shall be instituted against Tenant, or a receiver or trustee shall be appointed of all or substantially all of the property of Tenant, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within thirty (30) days after such institution or appointment;

(6) Tenant shall fail to take possession of the Demised Premises within sixty (60) days of the Commencement Date;

(7) Tenant shall abandon or permanently vacate the Premises for thirty (30) consecutive days without the timely payment of rent hereunder;

(8) Tenant shall fail to perform any of the other agreements, terms, covenants or conditions hereof on Tenant’s part to be performed, and such nonperformance shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if Tenant cannot reasonably cure such nonperformance within thirty (30) days, Tenant shall not be in default if it commences cure within said thirty (30) days and, in Landlord’s sole judgment, diligently pursues the same to completion;

(9) Tenant shall fail to obtain a release of any mechanic’s lien, as required herein;

(I0) A general partner of Tenant (if Tenant is a general or limited partnership), becomes a debtor under any state or federal bankruptcy proceedings, or becomes subject to receivership or trusteeship proceedings, whether voluntary or involuntary;

(b) Upon the occurrence of an event of default, Landlord shall have the right, at its election, then or at any time thereafter and while any such event of default shall continue, either:

(1) To give Tenant written notice of Landlord’s intention to terminate this Lease on the date such notice is given or on any later date specified therein, whereupon, on the date specified in such notice, Tenant’s right to possession of the Demised Premises shall cease and this Lease shall thereupon be terminated; provided however, all of Tenant’s obligations, including but not limited to, the amount of Base Rent and other obligations reserved in this Lease for the balance of the term hereof, shall immediately be accelerated and due and payable.

(2) To re-enter and take possession of the Demised Premises or any part thereof and repossess the same as Landlord’s former estate and expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Landlord elect to re-enter the Demised Premises as provided in this Paragraph 16(b)(2) or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Demised Premises or any part thereof in Landlord’s or Tenant’s name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its reasonable discretion, may determine, and Landlord may collect and receive the rents therefore. Although Landlord acknowledges an obligation to attempt to mitigate damages, Landlord shall in no way be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon such reletting. No such re-entry or taking possession of the Demised Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any such re-entry and/or

reletting, to exercise its right to terminate this Lease by giving Tenant such written notice, in which event, this Lease will terminate as specified in said notice.

(c) In the event that Landlord does not elect to terminate this Lease as permitted in Paragraph 16(b)(1) hereof, but on the contrary, elects to take possession as provided in Paragraph 16(b)(2), Tenant shall pay to Landlord (i) the rent and other sums as herein provided, which would be payable hereunder if such repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord’s reasonable expenses in connection with such reletting, including but without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, expenses of employees, reasonable alteration and repair costs and expenses of preparation for such reletting. If, in connection with any reletting, the new lease term extends beyond the existing term, or the premises covered thereby include other premises not part of the Demised Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds from such reletting. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not been retaken. In the event Landlord is able to relet the Premises at a higher rent, whether or not the Lease is terminated, Tenant shall not be entitled to any credit for any portion of such excess rent.

(d) Suit or suits for the recovery of the amounts and damages set forth above may be brought by Landlord, from time to time, at Landlord’s election and nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the term hereof would have expired had there been no such default by Tenant or no such termination, as the case may be.

(e) After an event of default by Tenant, Landlord may sue for or otherwise collect all rents, issues and profits payable under all leases on the Premises, including those past due and unpaid.

(f) No failure by Landlord or Tenant to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach of such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any unilateral termination of this Lease, this Lease shall continue in force

and effect as to any provisions hereof which require observance or performance of Landlord or Tenant subsequent to termination.

(g) Nothing contained in this Paragraph shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding, an amount equal to the maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to or less than the amounts recoverable, either as damages or rent, referred to in any of the preceding provisions of this Paragraph.

(h) Any rents or other amounts owing to Landlord hereunder which are not paid within ten (10) days of the date they are due, shall thereafter bear interest from the due date at the rate of twelve percent (12%) per annum (“Interest Rate”) until paid. Similarly, any amounts paid by Landlord to cure any default of Tenant or to perform any obligation of Tenant, shall, if not repaid by the Tenant within fifteen (15) days of demand by Landlord, thereafter bear interest from the date paid by Landlord at the Interest Rate until paid. In addition to the foregoing, Tenant shall pay to Landlord whenever any Base Rent, Additional Rent or any other sums due hereunder remain unpaid more than ten (10) days after the due date thereof, a late charge equal to five percent (5%) of the amount due.

(i) Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease now or hereafter existing at law or in equity or by statute or otherwise, including, but not limited to, suits for injunctive or declaratory relief and specific performance. The exercise or commencement of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or subsequent exercise by Landlord of any or all other rights or remedies provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise. All costs incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including by way of example, but not limitation, reasonable attorneys’ fees from the date any such matter is turned over to an attorney, shall also be recoverable by the prevailing party.

19. PARKING AND COMMON AREAS: It is understood and agreed that the Tenant shall have the right to use Ten (10) parking spaces at no additional charge in the parking lots adjacent to the building. Tenant shall have the right to rent Twelve (12) additional parking spaces at an initial cost of $50.00 per space per month, subject to increase in accordance with Landlord’s customary charges for such spaces, which spaces shall be available on a first come first served basis. This cost, if any, will deemed to be additional rent. The parking rental shall be payable on the same dates and times as the monthly installments of the minimum rental due hereunder. Landlord reserves the right

to adjust additional parking spaces rented, but not the initial Ten (10) included spaces or the Twelve (12) additional spaces the Tenant pays for. In addition, Landlord shall have the right, without obligation, and from time to time, to change the number, sizes, locations, shapes and arrangements of parking areas and other common areas, designate loading or handicapped parking areas, change the level or grade of parking surfaces, and do and perform such other acts in and to said areas of improvements as Landlord, in its sole discretion but within reason and applied uniformly, deems advisable for the use thereof. In any event, the number of parking spaces shall not be reduced. Except as otherwise specifically provided herein, all unassigned parking areas, access roads, courtyards, and other areas, facilities or improvements furnished by Landlord are for the general and non-exclusive use in common of all tenants of the Building, and those persons invited upon the land upon which the premises are situated and shall be subject to the exclusive control and management of Landlord. Landlord shall have the right, without obligation, to establish, modify and enforce such rules and regulations, which the Landlord may, in its sole opinion, deem reasonable and/or necessary.

20. NOTICES: Any notice or document required or permitted to be delivered hereunder may be delivered in person or shall be deemed to be delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the addresses indicated below, or at such other addresses as may have theretofore been specified by written notice delivered in accordance herewith

LANDLORD:		TENANT:
Garvin Partners		IntelePeer, Inc.
2400 N. Ulster St.		2300 15th Street
Denver, CO 80238		Denver, CO 80202

		And to:
		IntelePeer Inc.
		Attn: CFO
		950 Tower Lane, Suite 450
		Foster City, CA 94404

21. OUIET ENJOYMENT: Subject to the provisions of this Lease, Landlord covenants that, so long as Tenant is not in default under the terms of this Lease that Tenant shall peacefully and quietly have, hold and enjoy the Premises for the Term of this Lease. Landlord shall not be responsible for the acts or omissions of any other tenant or third party which may interfere with Tenant’s use and enjoyment of the Premises. In the event of any transfer or transfers of Landlord’s interest in the Premises or in the real property of which the Premises are a part, other than a transfer

for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer, providing the transferee assumes the obligation and liabilities of the transferor.

22. ENTRY BY LANDLORD: Landlord and its agents shall have the right to enter the Premises at all reasonable times and after reasonable notice for the purpose of examining or inspecting the same, to supply any services to be provided by Landlord hereunder, to show the same to prospective purchasers of the Building, to make such alterations, repairs, improvements or additions to the Premises or to the Building as Landlord may be required or permitted to make under the Lease, and during the last ninety (90) days of the term, to show the same to prospective tenants of the Premises upon reasonable notice to Tenant. Landlord and its agent may enter the Premises at all times and without advance notice for the purpose of responding to an actual or apparent emergency. Landlord shall use commercially reasonable efforts not to unreasonably interfere with the Tenant’s business operations in the Premises during any period of entry by Landlord pursuant to this paragraph.

23. MECHANIC’S LIENS: Tenant shall pay or cause to be paid all costs for work done by or on behalf of Tenant or caused to be done by or on behalf of Tenant on the Premises of a character which will or may result in liens against Landlord’s interest in the Premises, Building or Building Complex. Tenant warrants that it will keep the Demised Premises and Building Complex free and clear of all mechanic’s liens and other liens on account of work done for or on behalf of Tenant or persons claiming under Tenant. Tenant hereby agrees to indemnify, defend and save Landlord harmless of and from all liability, loss, damages, costs or expenses, including reasonable attorneys’ fees, incurred in connection with any claims of any nature whatsoever for work performed for, or materials or supplies furnished to Tenant, including lien claims of laborers, materialmen or others. Should any such liens be filed or recorded against the Premises, Building Complex with respect to work done for or materials supplied to or on behalf of Tenant or should any action affecting the title thereto be commenced, Tenant shall cause such liens to be released of record within thirty (30) days after notice thereof. If Tenant desires to contest any such claim of lien, Tenant shall nonetheless cause such lien to be released of record by the posting of adequate security with a court of competent jurisdiction as maybe provided by applicable law. If Tenant shall be in default in paying any charge for which such a mechanic’s lien or suit to foreclose such a lien has been recorded or filed and shall not have caused the lien to be released as aforesaid, Landlord may (but without being required to do so) pay such lien or claim and any costs associated therewith, and the amount so paid, together with interest at the Interest Rate and reasonable attorneys’ fees incurred in connection therewith, shall be immediately due from Tenant to Landlord as Additional Rent.

24. DAMAGE TO PROPERTY, INJURY TO PERSONS:

(a) Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, hereby indemnifies and agrees to hold harmless Landlord, its agents, employees, contractors, legal representatives, successors and assigns, from any and all claims of liability

for any injury or damage to any person or property whatsoever occurring in, on or about the Premises or the Building Complex or any part thereof, to the extent such injury or damage is caused by the negligence, fault or omission of Tenant, its agents, contractors, employees, licensees or invitees. Tenant further agrees to indemnify and to hold Landlord harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any of its agents, contractors, employees, licensees or invitees. Such indemnities shall include by way of example, but not limitation, all costs, reasonable attorneys’ fees, expenses and liabilities incurred in or about any such claim, action or proceeding, but shall exclude all claims, damages and expenses to the extent caused by the negligence of Landlord, its agents, employees and contractors.

(b) Landlord and Tenant shall not be liable to each other for any damage by or from any act or negligence of any co-tenant or other occupant of the Building Complex, or by any owner or occupant of adjoining or contiguous property. Landlord and Tenant shall not be liable to each other for any injury, damage, or loss to persons or property resulting in whole or in part from the criminal activities of others. To the extent not covered by normal fire and extended coverage insurance, Tenant agrees to indemnify Landlord against all damage to the Building Complex, as well as all damage to persons or property of other tenants or occupants thereof, to the extent caused by the misuse, neglect, act, omission or negligence of Tenant or any of its agents, contractors, employees, licensees or invitees.

(c) Neither Landlord nor its agents or employees shall be liable for any damage to property entrusted to Landlord, its agents or employees, or employees of the building manager, if any, nor for the loss or damage to any property occurring by theft or otherwise, nor for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building Complex or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place or resulting from dampness, or any other cause whatsoever; provided, however, nothing contained herein shall be construed to relieve Landlord from liability for any personal injury resulting from its negligence. Neither Landlord nor its agents or employees shall be liable for interference with the lights, view or other incorporeal hereditaments, nor shall Landlord be liable for any latent defect in the Premises or in the Building or Building Complex. Tenant shall give prompt notice to Landlord in case of fire or accidents in or about the Premises or the Building or of defects therein or in the fixtures or equipment located therein. Neither Tenant nor its agents or employees shall be liable for any damage to property entrusted to Tenant, its agents or employees, if any.

(d) In case any claim, demand, action or proceeding is made or brought against Landlord, its agents or employees, by reason of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, its

agents or employees, or which gives rise to Tenant’s obligation to indemnify Landlord, Tenant shall be responsible for all costs and expenses, including but not limited to reasonable attorneys’ fees incurred in defending or prosecution of the same, as applicable.

25. REMOVAL OF TENANT’S PROPERTY: All movable furniture and personal effects of Tenant not removed from the Premises upon the vacation or abandonment thereof or upon the termination of this Lease for any cause whatsoever shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to Tenant and without obligation to account therefor, and Tenant shall reimburse Landlord for all expenses incurred in connection with the disposition of such property.

26. HOLDING OVER: Should Tenant hold over after the termination of this Lease, after expiration of the initial Term or any exercised renewal terms, and continue to pay rent, Tenant shall become a tenant from month to month only upon each and all of the terms herein provided as may be applicable to such month to month tenancy and any such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay monthly rent equal to one hundred twenty-five percent (125%) of the last monthly rental rate plus all other monetary charges as provided herein. Such tenancy shall continue until terminated by Landlord, or Tenant upon at least thirty (30) days’ written notice prior to the last day of the calendar month intended as the date of termination of such month to month tenancy.

27. SURRENDER AND NOTICE: Upon the expiration or earlier termination of this Lease, Tenant shall promptly quit and surrender to Landlord the Premises broom clean, in good order and condition, ordinary wear and tear excepted, and Tenant shall remove all of its movable furniture and other effects and such alterations, additions and improvements as Landlord shall require Tenant to remove pursuant to Paragraph 9 hereof. In the event Tenant fails to so vacate the Premises on a timely basis as required, Tenant shall be responsible to Landlord for all costs and damages, including but not limited to any amounts required to be paid to third parties who were to have occupied the Premises, incurred by Landlord as a result of such failure, plus interest thereon at the Interest Rate on all amounts not paid by Tenant within thirty (30) days of demand, until paid in full.

28. SUBORDINATION AND ATTORNMENT: This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to

Landlord (or such other party so designated by Landlord) at Tenant’s own cost and expense, within five (5) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called “superior leases” and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called “superior deeds of trust” or “superior mortgages”. The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a “superior party”. Notwithstanding any of the foregoing, Tenant shall not be required to execute any instrument of subordination, and therefore, no subordination with respect to any future ground lease, mortgage or deed of trust shall occur unless such superior party shall grant and deliver to Tenant a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.

29. PAYMENTS AFTER TERMINATION: No payments of money by Tenant to Landlord after the termination of this Lease, in any manner, or after giving of any notice (other than a demand for payment of money) by Landlord to Tenant, shall reinstate, continue or extend the term of this Lease or affect any notice given to Tenant prior to the payment of such money, it being agreed that after the service of notice of the commencement of a suit or other final judgment granting Landlord possession of the Premises, Landlord may receive and collect any sums of rent due, or any other sums of money due under the terms of this Lease or otherwise exercise its rights and remedies hereunder. The payment of such sums of money, whether as rent or otherwise, shall not waive said notice or in any manner affect any pending suit or judgment theretofore obtained.

30. LIABILITY OF LANDLORD: Landlord’s liability under this Lease shall be limited to Landlord’s estate and interest in the Building (or to the proceeds thereof) and no other property or other assets of Landlord or its partners (if Landlord is a partnership), agents, employees, legal representatives, successors or assigns, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use and occupancy of the Premises. Nothing contained in this Paragraph shall be construed to permit Tenant to offset against rents due a successor landlord, a judgment (or other judicial process) requiring the payment of money by reason of any default of a prior landlord, except as otherwise specifically set forth herein.

31. RIGHTS RESERVED TO LANDLORD:

(a) Landlord shall have the following rights without liability to Tenant for damage or injury to property, person or business and without effecting an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for setoffs or abatement of rent:

(1) To enter the Premises as more fully provided in this Lease.

(2) To have pass keys to the Premises.

(3) To decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy during the last three (3) months of the term hereof, only IF, during or prior to such time, Tenant has vacated the Premises, or at any time after Tenant abandons the Premises.

(4) To have access to all mail chutes according to the rules of the United States Postal Service.

(5) To do or permit to be done any work in or about any adjacent or nearby building, land, street or alley.

32. FORCE MAJEURE CLAUSE: Wherever there is provided in this Lease a time limitation for performance by Landlord or Tenant of any obligation, including but not limited to obligations related to construction, repair, maintenance or service, but excluding any rental obligation of Tenant, the time provided for shall be extended for as long as and to the extent that delay in compliance with such limitation is due to an act of God, governmental control or other factors beyond the reasonable control of such party.

33. ATTORNEYS’ FEES: In the event of any dispute hereunder, or any default in the performance of any term or condition of this Lease, the prevailing party shall be entitled to recover all costs and expenses associated therewith, including reasonable attorneys’ fees.

34. ADDITIONAL RENT: Tenant shall pay to Landlord without abatement, deduction, setoff or counterclaim, and without prior notice or demand the Base Rent as described in Paragraph 3 and additional rent as described below,

(1) All charges payable by Tenant other than Base Rent are called “Additional Rent”. Unless this Lease provides otherwise, Additional Rent is to be paid with the next monthly installment of Base Rent.

(2) Definitions:

“Expense Base Year”: The calendar year 2008

“Expense Comparison Year”: Each calendar year after the calendar year 2008.

“Expense Stop”: The cost of Building Operating Expenses for the Expense Base year divided by the total number of rentable square feet in the Building.

The “Base Rent” Tenant pays for the Demised Premises during the calendar year in which the term of this Lease begins includes Tenant’s share of the Building Operating Expenses for such calendar year. In the event Tenant’s share of the projected Building Operating Expenses for any Expense Comparison Year during the Lease Term (as determined by Landlord) exceeds the cost of the Building Operating Expenses incurred during the Expense Base Year, then the Base Rent Tenant pays during each such Expense Comparison Year shall be increased by the amount of such excess over the Expense Stop multiplied by Tenant’s Rentable Area. Landlord will pay all Building Operating Expenses through December 31, 2008. Landlord shall further have the right to adjust the

Additional Rent to be paid by Tenant pursuant to this paragraph periodically during the renewal year if it reasonably deems it necessary to do so. Tenant’s Rentable Area is 10,179 square feet.

“Operating Expenses” are all reasonable and customary costs and expenses of ownership, operation, maintenance, management, repair and insurance of the Building, as determined according to generally accepted accounting principles applied by Landlord in its sole discretion, including, but not limited to the following costs: all supplies, materials, labor and equipment, used in or related to the operation and maintenance of the Building Complex; all utilities, including but not limited to, water, electricity, gas, heating, lighting, sewer, waste disposal, security, air-conditioning and ventilating costs and all charges relating to the use, ownership or operation of the Building; all maintenance, management, janitorial and service agreements related to the Building; all legal expenses and accounting costs relating to the operation and management of the Building and the Building Complex; all insurance premiums and costs, including but not limited to the premiums and costs of fire, casualty and liability coverage, rent abatement and earthquake insurance and any other type of insurance related to the Building; all maintenance costs relating to the public and service areas within the around the Building, including but not limited to, sidewalks, landscaping, service areas, driveways, parking areas, walkways, building exteriors (including painting), signs and directories, including for example, costs of resurfacing and restriping parking areas; amortization over the useful life (along with reasonable financing charges) of capital improvements made to the Building which may be required by any government authority or law or regulation that was not applicable to the Building at the time it was renovated in 1983 and not as a result of special requirements for any tenant’s use of the Building, which will improve the operating efficiency of the Building; all Landlord’s costs in managing, maintaining, repairing, operating and insuring the Building, including for example, clerical, supervisory and janitorial staff, and all Real Property taxes as defined herein; however, such costs shall not include depreciation on the Building or personal property or equipment located therein, loan payments, executive salaries, finders fees or real estate broker commissions, costs of alterations of space or other improvements made for tenants of the Building other than those specifically set forth on Exhibit C; interest on loan payments; capital improvements; costs of excess or additional services provided to any tenant that are billed directly to such tenant; any income, estate, inheritance or transfer taxes.

“Real Property Taxes” are (i) any fee, license fee, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Building; (ii) any tax or fee on Landlord’s right to receive, or the receipt of, rent or income from the Building or against ‘s business of leasing the Building, (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Building by any governmental agency; (iv) any tax imposed upon this transaction, or based upon a re-assessment of the Building due to a change in ownership or transfer of all or part of Landlord’s interest in the Building; and (v) any charge or fee replacing, substituting for, or in addition to any tax previously included within the definition of real property tax. Real Property Taxes do not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes.

(1) Prior to the commencement date of the Expense Comparison Year, Landlord will provide Tenant a statement of Landlord’s best estimate of Tenant’s share of the increase, if any, in Operating Expenses for the coming year over the costs for the Expense Base Year. This amount will be divided by twelve (12) and beginning with the next regular Base Rent payment, Tenant will pay 1/12th of the increase multiplied by the number of elapsed months from the commencement of the Expense Comparison Year and thereafter will continue to pay 1/12th of the increase each month until Tenant receives the next Expense Comparison Year’s statement. Landlord acknowledges and agrees that in no event shall Tenant’s increase in Operating Expenses exceed five percent (5%) from the previous calendar year with respect to those expenses which Landlord can control. The foregoing expense cap does not apply to expenses which Landlord cannot control, such as Real Estate Taxes, insurance, utility charges and snow removal costs, for which Tenant shall pay its prorata share, without any expense cap. By April 1 of each year of the Lease term, Landlord will provide Tenant a statement showing the total actual Operating Expenses for the calendar year just ended, and Tenant’s share of any increase, if any, over the Expense Base Year. If Tenant’s estimates paid to date for the preceding calendar year are less than Tenant’s share of the increase, Tenant will pay the difference within 15 days of the date of said statement. In the event that Tenant has paid more than his share of estimates for the preceding calendar year, Landlord will pay this excess to Tenant with said statement.

(2) Tenant will not be entitled to any reduction, refund, offset, allowance or rebate in Base Rent or any other sums due if the Operating Expenses for any Expense Comparison Year are less than those of the Expense Base Year nor shall the failure by Landlord to provide Tenant with a statement by April 1st of each year constitute a waiver by Landlord of its right to collect Tenant’s share of any increase in Operating Expenses. In addition, if for any reason Landlord should not elect to bill Tenant for lump sum Operating Expense increases or estimates for a particular Expense Comparison Year, Landlord’s right to charge Tenant for such expenses in subsequent years is not waived.

(3) Landlord shall keep separate records of all Operating Expenses in its usual and customary manner, not substantially inconsistent with generally accepted standard in the office building industry, consistently applied. In the event Tenant is charged for any increase in Building Operating Expenses over the Expense Stop as provided in this paragraph 32, then such records shall be available for inspection by Tenant not more frequently than once in every 12-month period, not later than 90 days after the expiration or termination of this Lease, and only upon ten (10) days’ prior written notice to Landlord. Any such inspection by Tenant shall be conducted (i) at a reasonable time; and (ii)in a manner so as not to unduly disrupt the conduct of Landlord’s business. Any shortfall or excess revealed and verified by Tenant’s inspection shall be paid to the applicable party within thirty (30) days after the other party is notified of such shortfall or excess.

35. MISCELLANEOUS:

(a) The rules and regulations attached hereto as Exhibit B, as well as such rules and regulations as may hereafter be adopted by Landlord for the health and safety of the Premises and the Building and the occupants thereof as may be required by applicable law, ordinance, insurance policy or underwriters, are hereby expressly made a part hereof, and Tenant agrees to obey all such rules and regulations. The violation of any of such rules and regulations by Tenant shall be deemed a breach of this Lease by Tenant affording Landlord all the remedies set forth herein. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Building of any of said rules and regulations.

(b) This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant shall not be entitled to any setoff of the rent or other amounts owing hereunder against Landlord, if Landlord fails to perform its obligations set forth herein, except as herein specifically set forth; provided, however, the foregoing shall in no way impair the right of Tenant to commence a separate action against Landlord for any violation by Landlord of the provisions hereof so long as notice is first given to Landlord and any holder of a mortgage or deed of trust covering the Building Complex or any portion thereof whose address Tenant has been notified in writing and so long as an opportunity has been granted to Landlord and such holder to correct such violation.

(c) If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable, provided such addition does not increase or decrease the obligations of or derogate from the rights or powers of either Landlord or Tenant.

(d) The captions of each paragraph are added as a matter of convenience only and shall be considered of no effect in the construction of any provision or provisions of this. Lease.

(e) Except as herein specifically set forth, all terms, conditions and covenants to be observed and performed by the parties hereto shall be applicable to and binding upon their respective heirs, administrators, executors, successors and assigns. The terms, conditions and covenants hereof shall also be considered to be covenants running with the land.

(f) Except as otherwise specifically provided herein, in the event Landlord shall fail to perform any of the agreements, terms, covenants or conditions hereof on Landlord’s part to be performed, and such nonperformance shall continue for a period of thirty (30) days after written notice thereof, from Tenant to Landlord, or if such performance cannot be reasonably had within such thirty (30) day period, and Landlord shall not in good faith have commenced such performance within such thirty (30) day period and proceed therewith to completion within ninety (90) days

(unless out of Landlord’s control), it shall be considered a default of Landlord under this Lease, and cause for termination of the Lease. Tenant shall give written notice to Landlord in the matter herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. In addition, Tenant shall send notice of such default by certified or registered mail, with proper postage prepaid, to the holder of any mortgages or deeds of trust covering the Building Complex or any portion thereof of whose address Tenant has been notified in writing and shall afford such holder a reasonable opportunity to cure any alleged default on Landlord’s behalf.

(g) If there is more than one entity or person which or who are the Tenants under this Lease, the obligations imposed upon Tenant under this Lease shall be joint and several.

(h) No act or thing done by Landlord or Landlord’s agent or Tenant during the term hereof, including but not limited to any agreement to accept surrender of the Premises or to amend or modify this Lease, shall be deemed to be binding upon the other unless such act or things shall be by an officer of Landlord or Tenant or a party designated in writing by Landlord or Tenant as so authorized to act. The delivery of keys to Landlord, or Landlord’s agent, employees or officers shall not operate as a termination of this Lease or a surrender of the Premises. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy available to Landlord.

(i) Tenant acknowledges and agrees that it has not relied upon any statements, representations, agreements or warranties, except such as are expressed in this Lease together with the Exhibits attached hereto.

(j) Intentionally deleted.

(k) All private telephone systems and/or other related telecommunications or computer equipment and lines may not be installed without Landlord’s prior consent, which shall not be unreasonably withheld. In addition, if Landlord gives consent all equipment must be installed within Tenant’s Demised Premises or in designated “telephone closet” and, upon termination of this Lease removed and the Demised Premises restored to the same condition as before such installation. Landlord will not be held responsible for any damage or effects resulting from power failures unless caused by intentional misconduct of the Landlord.

(I) No invitee may be admitted after ordinary business hours unless accompanied by a Tenant employee having the right of admission and Tenant shall exercise due care to cause persons gaining entry under such special rights to avoid loss or damage to the property of Landlord and other tenants or occupants. Any keys issued hereunder shall remain the property of Landlord, shall not be duplicated, and shall be returned to Landlord upon request.

(m) Tenant, its officers, agents and employees shall cooperate and comply with the provisions of the Federal Drug-Free Workplace Act of 1988 and Denver Executive Order No. 94, or any successor thereto, concerning the use, possession or sale of alcohol or drugs.

(n) In connection with the performance of work under this Lease, Tenant agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability.

a. This Lease, together with Exhibits A, B, and C attached hereto, contains the entire agreement of the parties and may not be amended or modified in any manner except by an instrument in writing signed by both parties. Tenant shall not record this Lease or a memorandum hereof.

36. TENANT IMPROVEMENTS: Landlord shall provide Tenant with up to a $7.00 per rentable square foot Tenant Improvement Allowance (based on the 5,639 rentable square feet of Suite 100), not to exceed $39,473, which Tenant may use only on building improvements within Suites 100 and B100. This Tenant Improvement Allowance is based on an expected 60 months occupation period by Tenant. (Initial “Term” plus “First Option Term”) If the Tenant elects not to exercise the First Option to Renew, and does not stay in the building for the 24 month period from September 1, 2011 thru August 31, 2013, as spelled out in Paragraph 4 of this lease, Tenant agrees to refund a Dollar amount to Landlord, which equals 24/60 of this Tenant Improvement Allowance, up to $15,789.20, by the last day of the then final term.

EXECUTED this day of , 2008.

LANDLORD:

ATTEST:

months occupation period by Tenant. (Initial “Term” plus “First Option Term”)] ‘the Tenant elects not to exercise the First Option to Renew, and does not stay in the building for the 24 month period from. September 1, 2011 thru August 31, 2013, as spelled out in Paragraph 4 of this lease, Tenant agrees to refund a Dollar amount to Landlord, which equals 24/60 of this Tenant Improvement Allowance, up to $15,789.20, by the last day of the then fatal term

EXECUTED this 21st day of August , 2008.

LANDLORD:	/s/ Illegible

ATTEST:

TENANT:		IntelePeer
		/s/ Andre Simone
		Andre Simone
		CEO


ATTEST:

EXHIBIT A

Demised Premises

EXHIBIT B

RULES AND REGULATIONS

Landlord and Tenant agree that the following Rules and Regulations shall be and hereby are made a part of this Lease, and Tenant agrees that Tenant’s employees and agents, or any others permitted by Tenant to occupy or enter the Premises, will at all times abide by said Rules and Regulations:

1. Water closets and other water fixtures shall not be used for any purpose other than that for which the same are intended, and any damage resulting to the same from misuse on the part of Tenant, Tenant’s agents or employees, shall be paid for by Tenant. No person shall waste water by tying back or wedging the faucets or in any other manner.

2. No animals shall be allowed in the offices, halls, corridors and elevators in the Building. (However, service animals are permitted.) No person shall unreasonably disturb the occupants of adjoining buildings or premises by the use of any radio, sound equipment or musical instrument or by the making of loud or improper noises.

3. Tenant shall not allow anything to be placed on the outside of the Building, nor allow anything to be thrown by Tenant, Tenant’s agents or employees, out of the windows or doors, or down the corridors, elevator shafts, or ventilating ducts or shafts of the Building.

4. At the termination of this tenancy, Tenant shall promptly return to Landlord all keys to offices, toilet rooms or vaults.

5. Except as currently existing or as allowed by any approved plans for Improvements, Tenant shall not install or operate any steam or gas engine or boiler, or carry on any mechanical operation in the Premises. Except in connection with the operation of any steam or gas engine or boiler, or except as permitted by the approved plans or as required to service or utilize any mechanical components currently existing at the Building (all of which shall otherwise be in compliance with all applicable laws), the use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Building Complex.

6. Any painting or decorating as may be agreed to be done by and at the expense of Landlord shall be done during regular weekday working hours. Should Tenant desire such work on Saturdays, Sundays, holidays or outside of regular working hours, Tenant shall pay for the extra cost thereof.

7. Landlord shall at all times during the last ninety (90) days of the term, have the right, by Landlord’s representatives or agents, to enter the Premises and show the same to persons wishing to lease them, and may, at any time within sixty (60) days preceding the termination of Tenant’s lease term, place upon the doors and windows of the Premises a “For Rent” sign, which notice shall not be removed by Tenant.

9. Tenant shall not commit any act or permit anything in or about the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or property by reason of any business or operation being carried on in or about the Building or for any other reason.

10. Tenant shall not use the Building for lodging, sleeping, or for any immoral or illegal purpose or for any purpose that will damage the Building, or the reputation thereof, or for any purposes other than those specified in the Lease.

11. Canvassing, soliciting, and peddling in the Building are prohibited, and Tenant shall cooperate to prevent such activities.

12. Tenant shall not conduct mechanical or manufacturing operations, or place or use any inflammable combustible explosive, or hazardous fluid, chemical, device, substance or material in or about the Building. Tenant shall comply with all statutes, ordinances, rules, orders, regulations and requirements imposed by governmental or quasi-governmental authorities in connection with fire and public safety and fire prevention and shall not commit any act or permit any object to be brought or kept in the Building, which shall result in a change of the rating of the Building by the Insurance Services Officer or any similar person or entity.

13. Tenant shall not use the building for manufacturing or for the storage of goods, wares or merchandise, except as such storage may be incidental to the use of the Premises for general office purposes, and television production and communication center, and except in such portions of the Premises as may be specifically designated by Landlord for such storage. Tenant shall not occupy the Building or permit any portion of the Building to be occupied for the manufacture or direct sale of liquor, narcotics, or tobacco in any form, or as a medical office, barber shop, manicure shop, music or dance studio or employment agency.

14. Tenant shall not deposit any trash, refuse, cigarettes, or other substances of any kind within or out of the Building except in the refuse containers provided therefore. Tenant shall not introduce into the Building any substance which might add an undue burden to the cleaning or maintenance of the Premises or the Building. Tenant shall exercise its best efforts to keep the sidewalks, entrances, passages, courts, lobby areas, garages or parking areas, elevators, stairways, vestibules, public corridors and halls in and about the Building clean and free from rubbish.

15. Landlord its agents or representatives reserve the right to exclude or expel from the Building any person, who, in the judgment of Landlord, is intoxicated or under the influence of

liquor or drugs or who shall in any manner act in violation of the rules and regulations of the Building.

16. Tenant shall not use the washrooms, restrooms and plumbing fixtures of the Building, and appurtenances thereto, for any other purpose then the purposes for which they were constructed, and Tenant shall not deposit any sweepings, rubbish, rags or other improper substances therein. Tenant shall not waste water by interfering or tampering with the faucets or otherwise. If Tenant or Tenant’s servants, employees, contractors, jobbers, agents, licensees, invitees, guests or visitors cause any damage to such washrooms, restrooms, plumbing fixtures or appurtenances, such damage shall be repaired at Tenant’s expense and Landlord shall not be responsible therefor.

17. Subject to applicable fire or other safety regulations, all doors opening into Common Area and all doors upon the perimeter of the Premises shall be kept closed and, during nonbusiness hours, locked, except when in use for ingress or egress. If Tenant uses the Premises after regular business hours or on nonbusiness days, Tenant shall lock any entrance doors to the Building or to the Premises used by Tenant immediately after using such doors.

18. During the term of the Lease, Tenant in conducting any activity on the Demised Premises, shall comply with all applicable statutes, laws, ordinances, rules, orders, regulations and requirements (collectively “Environmental Requirements”) of the federal, state and local governments and all departments thereof including but not limited to Environmental Requirements regarding the presence, storage, use, maintenance and disposal of toxic, hazardous or contaminated substances (“Hazardous Materials or Special Wastes”) and regarding releases or threatened releases of Hazardous Materials or Special Wastes to the environment. For purposes of this Lease the term “Hazardous Materials” shall refer to those materials, including without limitation asbestos and asbestos-containing materials, polychlorinated biphenyls (PCBs), oil or any other petroleum products, natural gas, source material, pesticides, and any hazardous waste, toxic substance or related material, including any substance defined or treated as a “hazardous substance”, “hazardous waste” or “toxic substance” (or comparable term) in the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Sec. 9601 et seq. (1990)), the Toxic Substance Control Act (15 U.S.C. Sec. 2601 et sea. (1990)), and any rules or regulations promulgated pursuant to such statutes or any other applicable federal or state statute. Tenant shall comply with the City’s Ordinance 196, as amended on March 18, 1991 (amendments to the City Uniform Public Code related to water conservation fixtures). In no event shall the aforesaid be construed to mean that Landlord has given or will give its consent to Tenant’s storing, using, maintaining or removing hazardous materials in, on or about the Premises.

Tenant shall acquire all necessary federal, state and local environmental permits and comply with all applicable federal and state environmental permit requirements.

Tenant agrees to ensure that its Demised Premises are designed, operated and maintained in a manner that minimizes environmental impact through appropriate preventive measures and complies

with all federal, state and local environmental requirements. Tenant agrees to evaluate methods to reduce the generation and disposal of waste materials. Tenant will not cause or allow any discharge or disposal of any hazardous substances, hazardous wastes or petroleum product to floors, floor drains, storm or sanitary sewer systems, or the land surface at the Demised Premises.

In the case of a release, spill or leak as a result of Tenant’s activities, Tenant shall immediately control and remediate the contaminated media to applicable federal, state and local standards. Tenant shall reimburse the Landlord and the City for any penalties and all cost and expense, including without limitation attorney’s fees, incurred by the Landlord or the City as a result of the release or disposal by Tenant of any pollutant or hazardous material on the City’s property. Tenant shall also immediately notify the Landlord and the City in writing of the release, spill or leak, the control and remediation response actions taken by Tenant, and any responses, notifications or actions taken by any federal, state or local agency with regard to such release, spill or leak.

Tenant shall make available for inspection and copying, upon reasonable notice and at reasonable times, any or all of the documents and materials that Tenant has prepared pursuant to any requirement hereunder or submitted to any governmental or regulatory agency. If there is a requirement to file any notice or report of a release or threatened release of a substance on, under or about the Demised Premises, Tenant shall provide a copy of such report or notice to Landlord and the City.

At Landlord’s request, Tenant shall conduct testing and monitoring as is reasonable necessary to determine whether any hazardous substance or other contamination has entered the soil, groundwater, or surface water on or under the Demised Premises due to Tenant’s use or occupancy of the Demised Premises.

19. Tenant shall not permit its employees or agents to smoke in any areas of the Building Complex required by law to be maintained as a non-smoking area.

20. Tenant shall conduct its operations in an orderly and proper manner so as not to commit any nuisance in the Demised Premises or annoy, disturb or be offensive to others in the vicinity of the Demised Premises and shall take all reasonable measures, using the latest know and practicable devices and means, to eliminate any unusual, nauseous or objectionable noise, gases, vapors, odors and vibrations.

21. Tenant agrees that nothing shall be done or kept on the Demised Premises and no improvements, changes, alterations, additions, maintenance or repairs shall be made to the Demised Premises which might impair the structural soundness of the building or result in an overload of utility lines.

22. Tenant recognizes the historical nature of the building and shall not drill, hammer, or otherwise mark the brick, post, beam or other historical surfaces.

EXHIBIT C

PERSONAL GUARANTEE

Not applicable.

EXHIBIT D

NOTICE OF NONLIABILITY OF LANDLORD

IN ACCORDANCE WITH THE COLORADO GENERAL MECHANIC’S LIEN LAW, SECTION 38-22-105(2), NOTICE IS HEREBY GIVEN BY GARVIN PARTNERS (THE “OWNER”) TO ALL SUPPLIERS, CONTRACTORS, SUBCONTRACTORS OR OTHER PERSONS PROVIDING LABOR, MATERIALS OR EQUIPMENT TO THE PROPERTY LOCATED AT SUITE 425, 2300 15TH STREET, DENVER, COLORADO (THE “PROPERTY’) AT THE INSTANCE AND REQUEST OF (THE “TENANTS”), OR THEIR CONTRACTORS, SUBCONTRACTORS OR AGENTS, FOR THE CONSTRUCTION, ALTERATION, REMOVAL, ADDITION OR OTHER IMPROVEMENTS TO THE PROPERTY; THAT THE OWNER WILL NOT BE RESPONSIBLE FOR ANY OBLIGATIONS, DEBTS OR CHARGES OF ANY NATURE ON ACCOUNT OF ANY MATERIALS SUPPLIED, LABOR PERFORMED OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH CONSTRUCTION, ALTERATION, ADDITION, REPAIR OR OTHER IMPROVEMENT RENDERED ON BEHALF OF THE TENANTS; AND THAT NEITHER THIS PROPERTY NOR ANY IMPROVEMENTS LOCATED THEREON WILL BE SUBJECT TO ANY LIEN FOR MATERIALS SUPPLIED, LABOR PERFORMED OR EQUIPMENT FURNISHED IN CONNECTION WITH SUCH CONSTRUCTION, ALTERATION, ADDITION OR OTHER IMPROVEMENT THEREON, NOR SHALL THE LANDS NECESSARY FOR THE CONVENIENT USE AND OCCUPANCY OF THIS PROPERTY BE SUBJECT TO SUCH LIEN.

DATED: , 200

GARVIN PARTNERS

By:
Its:

EX-10.15 37 a2203792zex-10_15.htm EX-10.15

Exhibit 10.15

LOAN AND SECURITY AGREEMENT

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”).

RECITALS

A. Borrower has requested that the Lenders make available to Borrower an equipment loan in an aggregate principal amount of up to Ten Million Dollars ($10,000,000) (the “Equipment Loan”);

B. Borrower has requested that the Lenders make available to Borrower a revolving facility in an aggregate principal amount of up to Ten Million Dollars ($10,000,000) (the “Revolving Loan”); and

C. The Lenders are willing to make the Equipment Loan and the Revolving Loan on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, Borrower and the Lenders agree as follows:

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

“Account Control Agreement(s)” means any agreement entered into by and among a Lender, Borrower and a third party Bank or other institution (including a Securities Intermediary) with which Borrower maintains a Deposit Account or an account holding Investment Property, which grants such Lender a perfected first priority security interest in the subject account or accounts.

“ACH Authorization” means the ACH Debit Authorization Agreement in substantially the form of Exhibit I.

“Advance(s)” means an Equipment Loan Advance and/or a Revolving Loan Advance.

“Advance Date” means the funding date of any Advance.

“Advance Request” means a request for an Advance submitted by Borrower to the Lenders in substantially the form of Exhibit A.

“Agreement” means this Loan and Security Agreement, as amended from time to time.

“Approved Plan” means, with respect to the 2010 calendar year, the business plan attached as Annex I hereto, and with respect to each subsequent calendar year, a board-approved business plan of Borrower that reasonably demonstrates the ability of Borrower to satisfy the Secured Obligations when due.

“Assignee” has the meaning given to it in Section 11.13.

“Borrower Products” means all products, software, service offerings, technical data or technology currently being designed, manufactured or sold by Borrower or which Borrower intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical data or technology that have been sold, licensed or distributed by Borrower since its incorporation.

“Borrowing Base” means 80% of Eligible Accounts.

“Borrowing Base Certificate” means a borrowing base certificate substantially in the form of Exhibit H.

“Cash” means all cash and liquid funds.

“Change in Control” means any (i) reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of Borrower, or sale or exchange of outstanding shares (or similar transaction or series of related transactions) of Borrower, in each case in which the holders of Borrower’s outstanding shares immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than fifty percent (50%) of the voting power of the surviving entity of such transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether Borrower is the surviving entity, or (ii) sale or issuance by Borrower of new shares of Preferred Stock of Borrower to investors, none of whom are current investors in Borrower, and such new shares of Preferred Stock are senior to all existing Preferred Stock and Common Stock with respect to liquidation preferences, and the aggregate liquidation preference of the new shares of Preferred Stock is more than fifty percent (50%) of the aggregate liquidation preference of all shares of Preferred Stock of the Company; provided, however, an Initial Public Offering shall not constitute a Change in Control.

“Claims” has the meaning given to it in Section 11.10.

“Closing Date” means the date of this Agreement.

“Collateral” means the property described in Section 3.

“Confidential Information” has the meaning given to it in Section 11.12.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country.

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit.

“EBITDA” means net profit before tax plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense.

“Eligible Accounts” means Accounts receivable arising in the ordinary course of Borrower’s business. The Lenders reserve the right at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below and to establish new criteria in its good faith credit judgment. Unless otherwise agreed by the Lenders, Eligible Accounts shall not include the following:

(a) Accounts that the account debtor has failed to pay in full within 90 days of invoice date;

(b) Accounts owing by an account debtor, including its Affiliates, whose total obligations to Borrower exceed 25% of all Accounts (except for Accounts receivable by Borrower within 60 days of the invoice date owed by Sprint Nextel Corporation, Quest Communications International Inc., AT&T Inc., Verizon Communications Inc., and other Fortune 500 companies reasonably acceptable to the Lenders, in each case whose total obligations to Borrower exceed 35% of all Accounts), to the extent those obligations exceed that percentage, except as approved by the Lenders;

(c) Accounts owing by an account debtor, including its Affiliates, 25% of whose Accounts the account debtor has failed to pay within 90 days of invoice date;

(d) Accounts owing by an account debtor that does not have its principal place of business in the United States, except as approved by the Lenders;

(e) Accounts owing by an account debtor that Borrower owes money, goods and/or services or is otherwise obligated, but only to the extent of the potential amount owed;

(f) Accounts arising out of deferred revenue;

(g) Accounts owing by an Affiliate of Borrower;

(h) Accounts that are the obligation of an account debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless the Lenders, in their sole discretion, have agreed to the contrary in writing and Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting assignment thereof;

(i) Accounts that arise with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the account debtor is or may be conditional;

(j) Accounts (i) upon which Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which Borrower is not able to bring suit or otherwise enforce its remedies against the account debtor through judicial process;

(k) Accounts with respect to which no invoice has been sent within 30 days of the recognition of the related revenue by Borrower; and

(l) Accounts the collection of which the Lenders determine in their good faith credit judgment after inquiry and consultation with Borrower to be doubtful.

“Equipment Loan” has the meaning given to it in the recitals to this Agreement.

“Equipment Loan Advance” means any Equipment Loan funds advanced under Section 2.2 of this Agreement.

“Equipment Loan Interest Rate” means for any day, the prime rate as reported in The Wall Street Journal plus 7%.

“Equipment Loan Maturity Date” means May 5, 2011; provided, that on the Extension Date, the Equipment Loan Maturity Date shall automatically be extended to May 1, 2013, without any further action by Borrower or the Lenders.

“Equipment Note” means a Promissory Note in substantially the form of Exhibit B-2.

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

“Event of Default” has the meaning given to it in Section 9.

“Extension Date” means the date on which Borrower delivers notice to the Lenders that all Required PUC Consents have been obtained in order to extend the Equipment Loan Maturity Date and the Revolving Loan Maturity Date.

“Facility Charge” means $160,000.

“Financial Statements” has the meaning given to it in Section 7.1.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

“Indebtedness” means indebtedness of any kind, including (a) all indebtedness for borrowed money or the deferred purchase price of property or services (excluding trade credit entered into in the ordinary course of business due within sixty (60) days), including reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, and (d) all Contingent Obligations.

“Initial Public Offering” means the initial firm commitment underwritten offering of Borrower’s common stock pursuant to a registration statement under the Securities Act of 1933 filed with and declared effective by the Securities and Exchange Commission.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property” means all of Borrower’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; Borrower’s applications therefor and reissues, extensions, or renewals thereof; and Borrower’s goodwill associated with any of the foregoing, together with Borrower’s rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person.

“Joinder Agreements” means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

“Lender” has the meaning given to it in the preamble to this Agreement.

“Lender Expenses” are all reasonable audit fees and expenses, and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) for preparing, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings).

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

“Loan” means the Advances made under this Agreement.

“Loan Documents” means this Agreement, the Notes, the ACH Authorization, the Account Control Agreements, the Joinder Agreements, all UCC Financing Statements, the Warrants, and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, as the same may from time to time be amended, modified, supplemented or restated.

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations, properties, assets, or condition (financial or otherwise) of Borrower; or (ii) the ability of Borrower to perform the Secured Obligations in accordance with the terms of the Loan Documents, or the ability of the Lenders to enforce any of their rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or Lenders’ Liens on the Collateral or the priority of such Liens.

“Maximum Revolving Loan Amount” means Ten Million and No/100 Dollars ($10,000,000).

“Maximum Equipment Loan Amount” means Ten Million and No/100 Dollars ($10,000,000).

“Maximum Rate” shall have the meaning assigned to such term in Section 2.3.

“Note(s)” means any Revolving Note or Equipment Note.

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement Borrower now holds or hereafter acquires any interest.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States or any other country.

“Permitted Indebtedness” means: (i) Indebtedness of Borrower in favor of the Lenders arising under this Agreement or any other Loan Document; (ii) Indebtedness existing on the Closing Date which is disclosed in Schedule 1A; (iii) Indebtedness secured by a lien described in clause (vii) of the defined term “Permitted Liens”; (iv) Indebtedness to trade creditors incurred in the ordinary course of business, including Indebtedness incurred in the ordinary course of business with corporate credit cards; (v) Indebtedness that also constitutes a Permitted Investment; (vi) Subordinated Indebtedness; (vii) reimbursement obligations in connection with letters of credit that are secured by cash or cash equivalents and issued on behalf of Borrower or a Subsidiary thereof in an amount not to exceed $250,000 at any time outstanding, (viii) other Indebtedness in an amount not to exceed $250,000 at any time outstanding, and (ix) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose materially more burdensome terms upon Borrower or its Subsidiary, as the case may be.

“Permitted Investment” means: (i) Investments existing on the Closing Date which are disclosed in Schedule 1B; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (b) commercial paper maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (c) certificates of deposit issued by any bank with assets of at least $500,000,000 maturing no more than one year from the date of investment therein, and (d) money market accounts; (iii) repurchases of stock from former employees, directors, or consultants of Borrower under the terms of applicable repurchase agreements (a) at the original issuance price of such securities in an aggregate amount not to exceed $100,000 in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases or (b) in any amount where the consideration for the repurchase consists solely of the cancellation of indebtedness owed by such former employees to Borrower regardless of whether an Event of Default exists; (iv) Investments accepted in connection with Permitted Transfers; (v) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (vi) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates, in the ordinary course of business, provided that this subparagraph (vi) shall not apply to Investments of Borrower in any Subsidiary; (vii) Investments consisting of loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of capital stock of Borrower pursuant to employee stock purchase plans or other similar agreements approved by Borrower’s Board of Directors; (viii) Investments consisting of travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business in an amount not to exceed $100,000 in the aggregate outstanding at any time; (ix) Investments in newly-formed or acquired Subsidiaries organized in the United States, provided that such Subsidiaries enter into a Joinder Agreement promptly after their formation or acquisition by Borrower and execute such other documents as shall be reasonably requested by the Lenders; (x) Investments in subsidiaries organized outside of the United States approved in advance in writing by the Lenders; (xi) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the nonexclusive licensing of technology, the development of technology or the providing of technical support,

provided that any cash Investments by Borrower do not exceed $100,000 in the aggregate in any fiscal year; (xii) Investments in prepaid expenses, negotiable instruments held for collection, and deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts for the purchase of property, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business, not representing an obligation for borrowed money, and in an amount not to exceed $250,000 in the aggregate; and (xiii) additional Investments that do not exceed $100,000 in the aggregate.

“Permitted Liens” means any and all of the following: (i) Liens in favor of the Lenders; (ii) Liens existing on the Closing Date which are disclosed in Schedule 1C; (iii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided, that Borrower maintains adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of Borrower’s business and imposed without action of such parties; provided, that the payment thereof is not yet required; (v) Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business: deposits under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than liens arising under ERISA or environmental liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens on Equipment or software or other intellectual property constituting purchase money liens and Liens in connection with capital leases; provided, that no additional such Liens shall be granted unless (A) Borrower is in compliance with Section 7.18 (which shall apply regardless of whether Revolving Loan Advances are outstanding solely for purposes of this clause (vii)), (B) no Event of Default shall have occurred and be continuing immediately following the incurrence of the Indebtedness secured by such Lien and (C) Borrower shall have provided Lenders with a right of first refusal to provide the Indebtedness to be secured by such Lien on the same terms offered by a third party and Lenders shall have failed to exercise such right within 10 Business Days following notice thereof; (viii) Liens incurred in connection with Subordinated Indebtedness; (ix) leasehold interests in leases or subleases and licenses granted in the ordinary course of business and not interfering in any material respect with the business of Borrower and its Subsidiaries, taken as a whole; (x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (xi) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); (xii) statutory and common law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage firms; (xiii) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair the value or marketability of the related property; (xiv) Liens on cash or cash equivalents securing obligations permitted under clause (vii) of the definition of Permitted Indebtedness; and (xv) Liens incurred in connection with the

extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (i) through (xi) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase.

“Permitted Transfers” means (i) sales of Inventory in the normal course of business, (ii) non-exclusive licenses and similar arrangements for the use of Intellectual Property in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States in the ordinary course of business, (iii) dispositions of worn-out, obsolete or surplus Equipment at fair market value in the ordinary course of business, (iv) Transfers constituting Permitted Liens or Permitted Investments or permitted under Section 7.8, (v) Transfers of amounts by Borrower to or from one of its investment or deposit accounts to another investment or deposit account maintained with Comerica, and (vi) other Transfers of assets having a fair market value of not more than $100,000 in the aggregate in any fiscal year.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government.

“Preferred Stock” means at any given time any equity security issued by Borrower that has any rights, preferences or privileges senior to Borrower’s common stock.

“Prepayment Charge” shall have the meaning assigned to such term in Section 2.5.

“PUC” means any state regulatory agency or body that exercises jurisdiction over intrastate telecommunication rates or services or the ownership, construction or operation of any intrastate network facility or telecommunications systems or over Persons who own, construct or operate an intrastate network facility or telecommunications systems, in each case by reason of the nature or type of the business subject to regulation and not pursuant to laws and regulations of general applicability to Persons conducting business in such state.

“Receivables” means (i) all of Borrower’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto.

“Required EBITDA Amount” means (a) ($1,520,000), for March 2010, ($1,615,000), for April 2010, ($1,643,000), for May 2010, ($1,503,000), for June 2010, ($1,257,000), for July 2010, ($925,000), for August 2010, ($724,000), for September 2010, ($417,000), for October 2010, ($153,000), for November 2010, and $49,000, for December 2010, and (b) an amount which shall have been determined by the Lenders on or prior to January 1 of each following calendar year based upon Borrower’s board-approved budget for such

calendar year, which amount shall at least be sufficient to service Borrower’s obligations under this Agreement.

“Required PUC Consents” means all consents, orders and approvals of PUCs that are required in order for Borrower and its Subsidiaries to (a) incur Loans with a maturity in excess of one (1) year, specifically the District of Columbia, Indiana and New Jersey or (b) grant to the Lenders a Lien pursuant to Section 3.1 on their respective personal property located in the applicable states, specifically Colorado (with respect to the license to offer intrastate telecommunications services only), Georgia and New York.

“Revolving Interest Rate” means for any day, the prime rate as reported in The Wall Street Journal plus 2.05%.

“Revolving Loan” has the meaning given to it in the recitals to this Agreement.

“Revolving Loan Advance” means any Revolving Loan funds advanced under this Agreement.

“Revolving Loan Maturity Date” means May 5, 2011; provided, that on the Extension Date, the Revolving Loan Maturity Date shall automatically be extended to May 5, 2012, without any further action by Borrower or the Lenders.

“Revolving Note” means a Promissory Note in substantially the form of Exhibit B-1.

“SBA” shall have the meaning assigned to such term in Section 7.16.

“SBIC” shall have the meaning assigned to such term in Section 7.16.

“SBIC Act” shall have the meaning assigned to such term in Section 7.16.

“Secured Obligations” means Borrower’s obligations under this Agreement and any Loan Document, including any obligation to pay any amount now owing or later arising.

“Subordinated Indebtedness” means Indebtedness subordinated to the Secured Obligations in amounts and on terms and conditions satisfactory to the Lenders in their sole discretion.

“Subsequent Financing” means the closing of any Borrower equity financing (including, without limitation, any debt financing with an equity component) which becomes effective after the Closing Date involving the issuance of Preferred Stock by Borrower.

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which Borrower owns or controls 50% or more of the outstanding voting securities, including each entity listed on Schedule 1 hereto.

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof.

“Transfer” shall have the meaning assigned to such term in Section 7.9.

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, the Lenders’ Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Warrants” means each Warrant Agreement, dated as of even date herewith, between Borrower and each of Hercules and Comerica.

Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC.

SECTION 2. THE LOAN

2.1 Revolving Loan.

(a) Advances. Subject to the terms and conditions of this Agreement, Borrower may draw Revolving Loan Advances on or before the day immediately prior to the Revolving Loan Maturity Date in an aggregate principal amount of up to the lesser of the Borrowing Base or the Maximum Revolving Loan Amount, provided Borrower shall request only one (1) such Revolving Loan Advance per month (unless additional Revolving Loan Advances are approved by the Lenders in writing), and each Revolving Loan Advance shall be in a minimum amount of $500,000 or if the amount available to be borrowed under the Maximum Revolving Loan Amount is less than $500,000, then such lesser amount. Revolving Loan Advances may be repaid and reborrowed at any time, without premium or penalty. If the aggregate Revolving Loan Advances at any time exceed the lesser of the Borrowing Base or the Maximum Revolving Loan Amount,

Borrower shall repay the amount of that excess to the Lenders within three (3) business days.

(b) Advance Request. To obtain an Advance, Borrower shall complete, sign and deliver an Advance Request, Borrowing Base and Revolving Note to the Lenders. The Lenders shall fund each Revolving Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Revolving Loan Advance is satisfied as of the requested Advance Date.

(c) Interest. The principal balance of the Revolving Loan shall bear interest thereon from the initial date of the Revolving Loan Advance, calculated at the floating Revolving Interest Rate per annum based upon a year consisting of 360 days and payable for the actual number of days elapsed.

(d) Payment. Interest only payments shall be due on the first business day of each month, beginning on the first business day of the calendar month immediately following the Advance Date for the initial Revolving Loan Advance. Notwithstanding any term or condition contained herein or the other Loan Documents to the contrary, the entire principal balance of the Revolving Loan and all accrued but unpaid interest and fees on or relating to the Revolving Loan shall be repaid in full on the Revolving Loan Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. The Lenders will initiate debit entries to Borrower’s account as authorized on the ACH Authorization on each payment date of all periodic obligations payable to the Lenders with respect to each Revolving Loan Advance.

2.2 Equipment Loan.

(a) Advances. Subject to the terms and conditions of this Agreement, the Lenders agree to make, and Borrower agrees to draw, an Equipment Loan Advance in the amount and for the Equipment set forth on Annex II. Beginning on the date of this Agreement, and continuing until December 31, 2010, Borrower may request additional Equipment Loan Advances, in minimum increments of $500,000. The aggregate outstanding Equipment Loan Advances may be up to the Maximum Equipment Loan Amount.

(b) Advance Request. To obtain an Equipment Loan Advance, Borrower shall complete, sign and deliver to the Lenders an Advance Request, Equipment Notes relating to such Equipment Loan Advance, evidence of clear title to the Collateral to be financed by such Equipment Loan Advance, and such purchase documentation associated with Borrower’s purchase of the property from the vendors of the Equipment related to such Equipment Loan Advance as Lender shall reasonably request, including, without limitation, purchase documentation, invoices, and bills of sale. The Lenders agree to fund each Equipment Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Equipment Loan Advance is satisfied as of the requested Advance Date.

(c) Interest. The principal balance of each Equipment Loan Advance shall bear interest thereon from such Advance Date at the Equipment Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed. The Equipment Loan Interest Rate will float and change on the day the Prime Rate changes from time to time.

(d) Payment. Borrower will pay interest only on each Equipment Loan Advance on the first business day of each month, beginning the month after the Advance Date for such Equipment Loan Advance through the payment due on the first business day in December of 2010. Borrower shall repay the aggregate Equipment Loan principal balance that is outstanding on December 31, 2010 in monthly installments of principal and interest beginning January 1, 2011 and continuing on the first business day of each month thereafter, such monthly installments to be calculated based on a full amortization of the principal balance outstanding on December 31, 2010 over a period of 29 months. Notwithstanding any term or condition contained herein or the other Loan Documents to the contrary, the entire Equipment Loan principal balance and all accrued but unpaid interest hereunder, shall be due and payable on the Equipment Loan Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. The Lenders will initiate debit entries to Borrower’s account as authorized on the ACH Authorization on each payment date of all periodic obligations payable to the Lenders under each Equipment Advance.

2.3 Maximum Interest. Notwithstanding any provision in this Agreement, the Notes, or any other Loan Document, it is the parties’ intent not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem applicable hereto (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the “Maximum Rate”). If a court of competent jurisdiction shall finally determine that Borrower has actually paid to the Lenders an amount of interest in excess of the amount that would have been payable if all of the Secured Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid by Borrower shall be applied as follows: first, to the payment of principal outstanding on the Notes; second, after all principal is repaid, to the payment of the Lenders’ accrued interest, costs, expenses, professional fees and any other Secured Obligations; and third, after all Secured Obligations are repaid, the excess (if any) shall be refunded to Borrower.

2.4 Default Interest. In the event any payment due is not paid within one (1) business day following notice to the Chief Financial Officer or the Corporate Controller of Borrower of such failure to make such payment, an amount equal to five percent (5%) of the past due amount shall be payable on demand; provided, that Borrower shall not pay such late charge if the failure to make any such payment when due arises solely from either (i) the Lenders’ failure to effect timely automatic debits of the appropriate funds as authorized on the ACH Authorization and as provided in Sections 2.1(d) and 2.2(d), or (ii) a technical malfunction of an ACH transfer.. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, all Secured Obligations, including principal, interest, compounded interest, and professional fees, shall bear interest at a rate per annum equal to the rate set forth in Section 2.1(c) or 2.2(c), as applicable, plus five

percent (5%) per annum. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded at the rate set forth in Section 2.1(c), 2.2(c) or Section 2.4, as applicable.

2.5 Prepayment. At its option upon at least 7 business days prior notice to the Lenders, Borrower may prepay all, but not less than all, of the outstanding Equipment Loan Advances by paying the entire principal balance, all accrued and unpaid interest, together with a prepayment charge equal to the following percentage of the Equipment Loan Advance amount being prepaid: if such Equipment Loan Advance amounts are prepaid in any of the first twelve (12) months following the Closing Date, 3%; after twelve (12) months but prior to twenty four (24) months, 2%; and thereafter, 1% (each, a “Prepayment Charge”). Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Equipment Loan Advances. Borrower shall prepay the outstanding amount of all Advances and all accrued interest and unpaid interest thereon within 90 days of the completion of an Initial Public Offering.

2.6 Lockbox. Borrower shall at all times establish and maintain a lockbox (the “Lockbox”) with Comerica, including execution of such agreements as a Lender requests in connection with such Lockbox. Borrower shall include the Lockbox billing address on all invoices issued after the Closing Date and shall direct all account debtors to make payments to the Lockbox. Receipts to the Lockbox shall be swept to a Deposit Account subject to an Account Control Agreement. If Borrower receives any payments from its account debtors notwithstanding the foregoing instructions, Borrower shall forward all payments to the Lockbox, together with a cash receipts journal on Friday of each week until the Lockbox is fully operational. Borrower agrees to pay all customary fees associated with the Lockbox, and such Lockbox shall be subject to the sole dominion and control of Lenders.

SECTION 3. SECURITY INTEREST

3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower grants to the Lenders a security interest in all of Borrower’s personal property now owned or hereafter acquired, including the following (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary); (g) Deposit Accounts; (h) Cash; (i) Goods; (j) Intellectual Property; and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. Notwithstanding the foregoing, the term “Collateral” shall not include, and Borrower shall not grant to the Lenders any Lien on, any of its personal property located in Colorado, Georgia and New York, to the extent the Required PUC Consents for such states have not yet been obtained; provided, that upon receipt of the Required PUC Consents for such state,

Borrower’s personal property located in such state shall automatically become part of the Collateral without any further action by Borrower or the Lenders.

SECTION 4. CONDITIONS PRECEDENT TO LOAN

The obligations of the Lenders to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

4.1 Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to the Lenders the following:

(a) executed originals of the Loan Documents, Account Control Agreements, a legal opinion of Borrower’s counsel, and all other documents and instruments reasonably required by the Lenders to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lenders with respect to all Collateral, in all cases in form and substance reasonably acceptable to the Lenders;

(b) certified copy of resolutions of Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrants and transactions evidenced thereby;

(c) certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of Borrower;

(d) a certificate of good standing for Borrower from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;

(e) payment of the Facility Charge and reimbursement of the current Lender Expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance; and

(f) such other documents as the Lenders may reasonably request.

4.2 All Advances. On each Advance Date:

(a) The Lenders shall have received (i) an Advance Request and a Note for the relevant Advance as required by Section 2.1(b) or 2.2(b), as applicable, each duly executed by Borrower’s Chief Executive Officer, Chief Financial Officer, or Corporate Controller, and (ii) any other documents the Lenders may reasonably request.

(b) The representations and warranties set forth in Section 5 of this Agreement and in the Warrants shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at

the time of and immediately after such Advance no Event of Default shall have occurred and be continuing.

(d) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

4.3 No Default. As of the Closing Date and each Advance Date, (i) no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants that:

5.1 Corporate Status. Borrower is a corporation duly organized, legally existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. Borrower’s present name, former names (if any), locations, place of formation, tax identification number, organizational identification number and other information are correctly set forth in Exhibit C, as may be updated by Borrower in a written notice (including any Compliance Certificate) provided to the Lenders after the Closing Date.

5.2 Collateral. Borrower owns the Collateral, free of all Liens, except for Permitted Liens. Borrower has the power and authority to grant to the Lenders a Lien in the Collateral as security for the Secured Obligations .

5.3 Consents. Borrower’s execution, delivery and performance of the Notes, this Agreement and all other Loan Documents, and Borrower’s execution of the Warrants, (i) have been duly authorized by all necessary corporate action of Borrower, (ii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and the other Loan Documents, (iii) do not violate any provisions of Borrower’s Certificate of Incorporation, bylaws, or any, law, regulation, order, injunction, judgment, decree or writ to which Borrower is subject and (iv) except as described on Schedule 5.3, do not violate any material contract or agreement or require the consent or approval of any other Person. The individual or individuals executing the Loan Documents and the Warrants are duly authorized to do so.

5.4 Material Adverse Effect. No event that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing. Borrower is not aware of any event likely to occur that is reasonably expected to result in a Material Adverse Effect.

5.5 Actions Before Governmental Authorities. Except as described on Schedule 5.5, there are no actions, suits or proceedings at law or in equity or by or before any governmental authority now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or its property.

5.6 Laws. Borrower is not in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any governmental authority, where such violation or default is reasonably expected to result in a Material Adverse Effect. Borrower is not in default in any manner under any provision of any material agreement or instrument evidencing indebtedness, or any other material agreement to which it is a party or by which it is bound.

5.7 Information Correct and Current. No information, report, Advance Request, financial statement, exhibit or schedule furnished, by or on behalf of Borrower to the Lenders in connection with any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading at the time such statement was made or deemed made. Additionally, any and all financial or business projections provided by Borrower to the Lenders shall be (i) provided in good faith and based on the most current data and information available to Borrower, and (ii) the most current of such projections provided to Borrower’s Board of Directors; provided, however, that the Company does not warrant that it will achieve such financial or business projections and the Lenders recognize that actual results during the period covered by such projections may differ from the projected results.

5.8 Tax Matters. Except as described on Schedule 5.8, (a) Borrower has filed all federal, state and local tax returns that it is required to file, (b) Borrower has duly paid or fully reserved for all taxes or installments thereof (including any interest or penalties) as and when due, which have or may become due pursuant to such returns, and (c) Borrower has paid or fully reserved for any tax assessment received by Borrower for the three (3) years preceding the Closing Date, if any (including any taxes being contested in good faith and by appropriate proceedings).

5.9 Intellectual Property Claims. Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property, except for licenses granted to its customers in the ordinary course of business. Except as described on Schedule 5.9, (i) each of the material Copyrights, Trademarks and issued Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party, except as would not reasonably be expected to result in a Material Adverse Effect. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform

any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

5.10 Intellectual Property. Except as described on Schedule 5.10, Borrower has, or in the case of any proposed business, will have, all material rights with respect to Intellectual Property necessary in the operation or conduct of Borrower’s business as currently conducted and proposed to be conducted by Borrower. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Division 9 of the UCC, Borrower has the right, to the extent required to operate Borrower’s business, to freely transfer, license or assign Intellectual Property without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and Borrower owns or has the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party software and other items that are used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of Borrower Products.

5.11 Borrower Products. Except as described on Schedule 5.11, no Intellectual Property owned by Borrower or Borrower Product has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Products. Borrower has not received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. Neither Borrower’s use of its Intellectual Property nor the production and sale of Borrower Products infringes the Intellectual Property or other rights of others, except as would not reasonably be expected to result in a Material Adverse Effect.

5.12 Financial Accounts. Exhibit E, as may be updated by Borrower in a written notice provided to the Lenders after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

5.13 Employee Loans. Except for Permitted Investments, Borrower has no outstanding loans to any employee, officer or director of Borrower nor has Borrower guaranteed the payment of any loan made to an employee, officer or director of Borrower by a third party.

5.14 Capitalization and Subsidiaries. Borrower’s capitalization as of the Closing Date is set forth on Schedule 5.14 annexed hereto. Borrower does not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

5.15 Eligible Accounts. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct (except for any good faith immaterial errors promptly corrected when discovered) and all such invoices, instruments and other documents, and all of Borrower’s books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent insolvency proceeding of any Account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

SECTION 6. INSURANCE; INDEMNIFICATION

6.1 Coverage. Borrower shall cause to be carried and maintained commercial general liability insurance, on an occurrence form, against risks customarily insured against in Borrower’s line of business. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability per the terms of the indemnification agreement found in Section 6.3. Borrower must maintain a minimum of $2,000,000 of commercial general liability insurance for each occurrence. Borrower has and agrees to maintain a minimum of $2,000,000 of directors and officers’ insurance for each occurrence and $5,000,000 in the aggregate. So long as there are any Secured Obligations outstanding, Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided that such insurance may be subject to standard exceptions and deductibles. Borrower shall also carry and maintain a fidelity insurance policy in an amount not less than $100,000.

6.2 Certificates. Borrower shall deliver to the Lenders certificates of insurance that evidence Borrower’s compliance with its insurance obligations in Section 6.1 and the obligations contained in this Section 6.2. Borrower’s insurance certificate shall state the Lenders are an additional insured for commercial general liability, a loss payee for all risk property damage insurance, subject to the insurer’s approval, a loss payee for fidelity

insurance, and a loss payee for property insurance and additional insured for liability insurance for any future insurance that Borrower may acquire from such insurer. Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance and fidelity. All certificates of insurance will provide for a minimum of thirty (30) days advance written notice to the Lenders of cancellation or any other change adverse to the Lenders’ interests. Any failure of the Lenders to scrutinize such insurance certificates for compliance is not a waiver of any of the Lenders’ rights, all of which are reserved.

6.3 Indemnity. Borrower agrees to indemnify and hold each Lender and its officers, directors, employees, agents, in-house attorneys, representatives and shareholders harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal), that may be instituted or asserted against or incurred by a Lender or any such Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases claims resulting solely from such Lender’s gross negligence or willful misconduct. Borrower agrees to pay, and to save each Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of such Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Agreement.

SECTION 7. COVENANTS OF BORROWER

Borrower agrees (unless otherwise consented to by the Lenders in writing) as follows:

7.1 Financial Reports. Borrower shall furnish to the Lenders a Compliance Certificate in the form of Exhibit F and the financial statements listed hereinafter (the “Financial Statements”) in accordance with the following provisions:

(a) as soon as practicable (and in any event within 25 days) after the end of each month, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied, if applicable, by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, (ii) that they are subject to normal year end adjustments, and (iii) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements;

(b) as soon as practicable (and in any event within 25 days) after the end of each month, a Compliance Certificate (attaching a Borrowing Base Certificate, in the event the Compliance Certificate is delivered when Revolving Loan Advances are outstanding) and agings of accounts receivable and accounts payable, as well as such operating reports, including without limitation, sales backlog reports, as the Lenders shall reasonably request;

(c) as soon as practicable (and in any event within 25 days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such calendar quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, certified by Borrower’s Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, and (ii) that they are subject to normal year end adjustments; as well as the most recent capitalization table for Borrower, including the weighted average exercise price of employee stock options;

(d) as soon as practicable (and in any event within one hundred fifty (150) days) after the end of each fiscal year, unqualified audited financial statements as of the end of such year (prepared on a consolidated and consolidating basis, if appliable), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the corresponding figures for the preceding fiscal year, certified by a firm of independent certified public accountants selected by Borrower and reasonably acceptable to the Lenders, accompanied by any management report from such accountants;

(e) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports that Borrower has made available to holders of its Preferred Stock and copies of any regular, periodic and special reports or registration statements that Borrower files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or any national securities exchange;

(f) at the request of a Lender, copies of all notices, minutes, consents and other materials that Borrower has provided or provides to its directors in connection with meetings of the Board of Directors;

(g) as soon as practicable (and in any event no later than the end of the fiscal year), financial and business projections and budgets, in each case which have been approved by Borrower’s Board of Directors; and

(h) such operating plans and other financial information reasonably requested by the Lenders.

The Lenders shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise the Collateral at Borrower’s expense, including an audit prior to the initial Advance to be made hereunder, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

The executed Compliance Certificate may be sent via facsimile to the Lenders at (650) 473-9194 or via e-mail to skuo@herculestech.com. All Financial Statements required to be delivered pursuant to clauses (a), (b) and (c) shall be sent via e-mail to financialstatements@herculestech.com with copies to skuo@herculestech.com and ccheng@comerica.com; provided, that if e-mail is not available or sending such Financial Statements via e-mail is not possible, they shall be sent via facsimile to the Lenders at: (866) 468-8916, attention Chief Credit Officer.

Notwithstanding any term or condition contained in this Section 7.1 to the contrary, Borrower shall have no obligation to prepare consolidating financial statements if its Subsidiaries do not engage in any business or operations.

7.2 Management Rights. Borrower shall permit any representative that a Lender authorizes, including its attorneys and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business hours; provided that such inspections by the Lenders will be conducted no more often than twice annually unless an Event of Default has occurred and is continuing. Any such representative shall have the right to meet with management and officers of Borrower to discuss such books of account and records at reasonable times and intervals and upon reasonable notice. In addition, each Lender shall be entitled at reasonable times and intervals to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such consultations shall not unreasonably interfere with Borrower’s business operations. The parties intend that the rights granted the Lenders shall constitute “management rights” within the meaning of 29 C.F.R Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by a Lender with respect to any business issues shall not be deemed to give such Lender, nor be deemed an exercise by such Lender of, control over Borrower’s management or policies.

7.3 Further Assurances. Borrower shall from time to time execute, deliver and file, alone or with a Lender, any financing statements, security agreements, collateral assignments, notices, control agreements, or other documents to perfect or give the highest priority to the Lenders’ Lien on the Collateral (subject to applicable Permitted Liens). Borrower shall from time to time procure any instruments or documents as may be reasonably requested by a Lender, and take all further action that may be necessary or desirable, or that a Lender may reasonably request, to perfect and protect the Liens granted hereby and thereby. In addition, and for such purposes only, Borrower hereby authorizes each Lender to execute and deliver on behalf of Borrower and to file such financing statements, collateral assignments, notices, control agreements, security agreements and other documents without the signature of Borrower either in such Lender’s name or in the name of such Lender as agent and attorney-in-fact for Borrower. Borrower shall protect and defend Borrower’s title to the Collateral and such Lender’s Lien thereon against all

Persons claiming any interest adverse to Borrower or any Lender other than Permitted Liens.

7.4 Compromise of Agreements. With respect to Accounts with a combined value in excess of twenty percent (20%) of all of Borrower’s Accounts then outstanding, Borrower shall not (a) grant any material extension of the time of payment thereof, (b) to any material extent, compromise, compound or settle the same for less than the full amount thereof, (c) release, wholly or partly, any Person liable for the payment thereof, or (d) allow any credit or discount whatsoever thereon other than trade discounts granted by Borrower in the ordinary course of business of Borrower.

7.5 Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for the conversion of Indebtedness into equity securities, the payment of cash in lieu of fractional shares in connection with such conversion, and Indebtedness owed to the Lenders.

7.6 Collateral. Borrower shall at all times keep the Collateral and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give each Lender prompt written notice of any legal process affecting the Collateral, such other property and assets, or any Liens thereon (except for Permitted Liens). Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give each Lender prompt written notice of any legal process affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than the Lenders not to encumber its property, except that Borrower may agree with any provider of an equipment lease constituting Permitted Indebtedness under clause (iii) of the definition thereof not to encumber its property, so long as such agreement is limited to the Equipment subject to such equipment lease. Notwithstanding the foregoing, the existence of legal process described in this Section shall not constitute an Event of Default provided that Borrower is contesting such legal process in good faith by appropriate proceedings, such process would not reasonably be expected to have a Material Adverse Effect, such Liens have no priority over the Liens of the Lenders, and the Borrower has established adequate reserves with respect to such process to the extent required by GAAP.

7.7 Investments. Borrower shall not directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments.

7.8 Distributions. Borrower shall not, and shall not allow any Subsidiary to, (a) repurchase or redeem any class of stock or other equity interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case the repurchase or redemption price does not exceed the original

consideration paid for such stock or equity interest, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest, except (i) dividends or distributions by a Subsidiary to Borrower, or (ii) payments of de minimis amounts of cash in lieu of fractional shares upon conversion of convertible securities or upon any stock split or consolidation, (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party, other than Permitted Investments, or (d) waive, release or forgive any indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate.

7.9 Transfers. Except for Permitted Transfers, Borrower shall not voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey (“Transfer”) any equitable, beneficial or legal interest in any material portion of its assets. Notwithstanding any term or condition contained herein or in the other Loan Documents to the contrary, Borrower shall not Transfer any Equipment purchased, in whole or in part, with an Equipment Loan Advance without the prior written consent of the Lenders, which consent shall not be unreasonably withheld, conditioned or delayed.

7.10 Mergers or Acquisitions. Borrower shall not merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person.

7.11 Taxes. Borrower and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, any Lender or the Collateral or upon Borrower’s ownership, possession, use, operation or disposition thereof or upon Borrower’s rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. Notwithstanding the foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which Borrower maintains adequate reserves therefor in accordance with GAAP.

7.12 Corporate Changes. Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to the Lenders. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the Lenders; and (ii) such relocation shall be within the continental United States. Except in connection with Permitted Transfers, neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C, as the same may be amended) unless (i) it has provided prompt written notice to the Lenders, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the Lenders.

7.13 Deposit Accounts. Neither Borrower nor any Subsidiary shall maintain any Deposit Accounts, or accounts holding Investment Property, except at Comerica and with respect to which Hercules shall have an Account Control Agreement (each a “Comerica Account”); provided, that the Borrower may continue to maintain its existing Deposit Accounts and Securities Accounts with Silicon Valley Bank (the “SVB Accounts”) for sixty (60) days following the Closing Date; provided, further, that the Borrower may maintain account number 3300461991 at Silicon Valley Bank for a commercially reasonable period not to exceed one hundred eighty (180) days following the Closing Date, so long as an Account Control Agreement has been entered into with respect to such account within sixty (60) days of following the Closing Date.

7.14 Formation of Subsidiaries. Borrower shall notify the Lenders of each Subsidiary formed subsequent to the Closing Date and, within 15 days of formation, shall cause any such Subsidiary organized under the laws of any State within the United States to execute and deliver to the Lenders a Joinder Agreement.

7.15 Eligible Accounts. Borrower shall notify each Lender promptly of any event or circumstance which to Borrower’s knowledge would cause an Account to no longer constitute an Eligible Account.

7.16 SBA Issues. One or both Lenders have received a license from the U.S. Small Business Administration (“SBA”) to extend loans as a small business investment company (“SBIC”) pursuant to the Small Business Investment Act of 1958, as amended, and the associated regulations (collectively, the “SBIC Act”). Portions of the loan to Borrower will be made under the SBA license and the SBIC Act. Addendum 1 to this Agreement outlines various responsibilities of the Lenders and Borrower associated with an SBA loan, and such Addendum 1 is hereby incorporated in this Agreement.

7.17 Use of Proceeds. The proceeds of the Revolving Loan Advances shall be used only for general corporate purposes. The proceeds of the Equipment Loan Advances shall be used only to purchase the personal property listed on Annex II and such other Equipment as shall be approved by the Lenders in writing, such approval not to be unreasonably withheld, conditioned or delayed.

7.18 Financial Covenant. So long as any Revolving Loan Advances are outstanding, Borrower shall maintain its financial condition as follows using GAAP consistently applied and used consistently with prior practices: (a) monthly revenue, measured on a trailing three calendar month basis, shall at no time be less than 75% of the amount set forth in the Approved Plan, and (b) EBITDA, measured on a trailing three calendar month basis, shall at no time be less than the Required EBITDA Amount.

7.19 Landlord Waivers. Borrower shall use commercially reasonable efforts to obtain landlord waivers reasonably acceptable to the Lenders respecting each location at which Borrower maintains Collateral within sixty (60) days of the Closing Date.

7.20 PUC Consents. Borrower shall use commercially reasonable efforts to obtain, as soon as reasonably practicable following the Closing Date, all Required PUC Consents.

SECTION 8. RIGHT TO INVEST

8.1 Right to Invest. Hercules or its assignee or nominee shall have the right, in its discretion, to participate in any Subsequent Financing until such time as Hercules shall have invested an aggregate amount of $1,000,000 in Borrower, in each case on the same terms, conditions and pricing afforded to others participating in such Subsequent Financings. In order to exercise this right, Hercules must notify Borrower within thirty (30) days following delivery by Borrower of notice of such Subsequent Financing, which exercise shall be subject to approval by Hercules of the definitive documentation for such transaction.

SECTION 9. EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall be an Event of Default:

9.1 Payments. Borrower fails to pay any amount due under this Agreement, the Notes or any of the other Loan Documents on the due date; or

9.2 Covenants. Borrower breaches or defaults in the performance of any covenant or Secured Obligation under this Agreement and (a) with respect to a default under any covenant other than under Sections 6, 7.5, 7.6, 7.7, 7.8, 7.9, 7.16, 7.17 or 7.18, such default continues for more than ten (10) days after the earlier of the date on which (i) the Lenders have given notice of such default to Borrower and (ii) Borrower has actual knowledge of such default or (b) with respect to a default under any of Sections 6, 7.5, 7.6, 7.7, 7.8, 7.9, 7.16, 7.17 or 7.18, the occurrence of such default; or

9.3 Material Adverse Effect. A circumstance has occurred that would reasonably be expected to have a Material Adverse Effect; or

9.4 Other Loan Documents. The occurrence of any default under any Loan Document or any other agreement between Borrower and the Lenders and such default continues for more than ten (10) days after the earlier of (a) the Lenders have given notice of such default to Borrower, or (b) Borrower has actual knowledge of such default; or

9.5 Representations. Any representation or warranty made by Borrower in any Loan Document or in the Warrants shall have been false or misleading in any material respect; or

9.6 Insolvency. Borrower (A) (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to pay or perform under the Loan Documents; or (iii) shall file a voluntary petition in bankruptcy; or (iv) shall file any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances; or (v) shall seek

or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (vi) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vii) shall or its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (vi); or (B) either (i) sixty (60) days shall have expired after the commencement of an involuntary action against Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or (v) sixty (60) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

9.7 Attachments; Judgments. Any portion of Borrower’s assets is attached or seized, or a levy is filed against any such assets, or a judgment or judgments is/are entered for the payment of money, individually or in the aggregate, of at least $200,000, or Borrower is enjoined or in any way prevented by court order from conducting any part of its business, in each case to the extent the same shall not have been vacated, satisfied or stayed for a period of ten (10) days (provided that no Advances will be made during such ten (10) day period); or

9.8 Other Obligations. The occurrence of any default under any agreement or obligation of Borrower resulting in the right of a third party to accelerate the maturity of Indebtedness in excess of $200,000, or the occurrence of any default under any agreement or obligation of Borrower that would reasonably be expected to have a Material Adverse Effect; provided, however, that an Event of Default under this Section 9.8 caused by the occurrence of a default under such other agreement shall be cured or waived for purposes of this Agreement upon the Lenders receiving written notice from the party asserting such default of such cure or waiver of the default under such other agreement, if at the time of such cure or waiver under such other agreement (a) the Lenders have not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto; (b) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (c) in connection with any such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith judgment of the Lenders be materially less advantageous to Borrower.

9.9 Required PUC Consents. The failure of the Borrower to obtain the Required PUC Consents set forth in clause (b) of the definition thereof within ninety (90) days of the Closing Date, if the Borrower is not in compliance with the financial covenants set forth in Section 7.18, or within one hundred twenty (120) days of the Closing Date, so long as the

Borrower is in compliance with the financial covenant set forth in Section 7.18, in each case without regard to whether any Revolving Loan Advances are outstanding.

SECTION 10. REMEDIES

10.1 General. Upon and during the continuance of any one or more Events of Default, (i) the Lenders may, at their option, accelerate and demand payment of all or any part of the Secured Obligations together with the Prepayment Charge and declare them to be immediately due and payable (provided, that upon the occurrence of an Event of Default of the type described in Section 9.6, the Notes and all of the Secured Obligations shall automatically be accelerated and made due and payable, in each case without any further notice or act), and (ii) the Lenders may notify any of Borrower’s account debtors to make payment directly to the Lenders, compromise the amount of any such account on Borrower’s behalf and endorse a Lender’s name without recourse on any such payment for deposit directly to a Lender’s account. The Lenders may exercise all rights and remedies with respect to the Collateral under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral. All Lender rights and remedies shall be cumulative and not exclusive.

10.2 Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lenders may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lenders may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to Borrower. The Lenders may require Borrower to assemble the Collateral and make it available to the Lenders at a place designated by the Lenders that is reasonably convenient to the Lenders and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lenders in the following order of priorities:

First, to the Lenders in an amount sufficient to pay in full their costs and professionals’ and advisors’ fees and expenses as described in Section 11.11;

Second, to the Lenders in an amount equal to the then unpaid amount of the Secured Obligations (including principal, interest, and the default rate interest), in such order and priority as the Lenders may choose in their sole discretion; and

Finally, after the full, final, and indefeasible payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to Borrower or its representatives or as a court of competent jurisdiction may direct.

The Lenders shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

10.3 No Waiver. The Lenders shall be under no obligation to marshal any of the Collateral for the benefit of Borrower or any other Person, and Borrower expressly waives all rights, if any, to require the Lenders to marshal any Collateral.

10.4 Cumulative Remedies. The rights, powers and remedies of the Lenders hereunder shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any other rights, powers and remedies of the Lenders.

SECTION 11. MISCELLANEOUS

11.1 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11.2 Notice. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication (except the delivery of Financial Statements, which shall be provided in accordance with Section 7.1) that is required, contemplated, or permitted under the Loan Documents or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by facsimile or hand delivery or delivery by an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, in each case addressed to the party to be notified as follows:

(a) If to the Lenders:

HERCULES TECHNOLOGY II, L.P.
Legal Department
Attention: Chief Legal Officer and Steve Kuo
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301
Facsimile: 650-473-9194

and

COMERICA BANK

Technology & Life Sciences Division

75 E Trimble Road
Mail Code 4770
San Jose, CA 95131
Attn: Manager
Facsimile: 408-556-5091

With a copy to:

COMERICA BANK

Technology & Life Sciences Division

226 Airport Parkway, Suite 100

San Jose, CA 95110

Attn: Group Manager, Technology and Life Sciences Division
Facsimile: 408-451-8568

(b) If to Borrower:

IntelePeer, Inc.

Attention: Andre Simone

2855 Campus Drive

San Mateo, CA 94403

Facsimile: 650-403-0818

or to such other address as each party may designate for itself by like notice.

11.3 Entire Agreement; Amendments. This Agreement, the Notes, and the other Loan Documents constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof or thereof (including Lenders’ revised proposal letter dated March 5, 2010). None of the terms of this Agreement, the Notes or any of the other Loan Documents may be amended except by an instrument executed by each of the parties hereto.

11.4 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

11.5 No Waiver. The powers conferred upon the Lenders by this Agreement are solely to protect their rights hereunder and under the other Loan Documents and their interest in the Collateral and shall not impose any duty upon the Lenders to exercise any such powers. No omission or delay by a Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Borrower at any time designated, shall be a waiver of any such right or remedy to which a Lender is entitled, nor shall it in any way affect the right of such Lender to enforce such provisions thereafter.

11.6 Termination. This Agreement shall become effective as of the date of execution by Borrower and the Lenders and, subject to Section 6.3, shall continue in full force and effect for so long as any Secured Obligations (other than inchoate indemnity obligations) remain outstanding or any Lender has any obligation to make Advances under

this Agreement. Notwithstanding the foregoing, the Lenders shall have the right to terminate their obligation to make Advances under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default.

11.7 Successors and Assigns. The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on Borrower and its permitted assigns (if any). Borrower shall not assign its obligations under this Agreement, the Notes or any of the other Loan Documents without the Lenders’ express prior written consent, and any such attempted assignment shall be void and of no effect. Each Lender may assign, transfer, or endorse its rights hereunder and under the other Loan Documents in accordance with Section 11.13 without prior notice to Borrower, and all of such rights shall inure to the benefit of such Lender’s successors and assigns.

11.8 Governing Law. This Agreement, the Notes and the other Loan Documents have been negotiated and delivered to the Lenders in the State of California, and shall have been accepted by the Lenders in the State of California. Payment to the Lenders by Borrower of the Secured Obligations is due in the State of California. This Agreement, the Notes and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

11.9 Consent to Jurisdiction and Venue. All judicial proceedings (to the extent that the reference requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement, the Notes or any of the other Loan Documents may be brought in any state or federal court located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Notes or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

11.10 Mutual Waiver of Jury Trial / Judicial Reference.

(a) Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF BORROWER AND EACH LENDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY

OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER AGAINST A LENDER OR ITS ASSIGNEE OR BY A LENDER OR ITS ASSIGNEE AGAINST BORROWER. This waiver extends to all such Claims, including Claims that involve Persons other than Borrower and a Lender; Claims that arise out of or are in any way connected to the relationship between Borrower and a Lender; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement, any other Loan Document.

(b) If the waiver of jury trial set forth in Section 11.10(a) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding.

(c) In the event Claims are to be resolved by judicial reference, either party may seek from a court identified in Section 11.9, any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.

11.11 Professional Fees. Borrower promises to pay the Lenders’ fees and expenses necessary to finalize the loan documentation, including but not limited to reasonable attorneys fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, Borrower promises to pay any and all reasonable attorneys’ and other reasonable professionals’ fees and expenses (including fees and expenses of in-house counsel) incurred by a Lender after the Closing Date in connection with or related to: (a) the Loan; (b) the administration, collection, or enforcement of the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the protection, preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to Borrower or the Collateral, and any appeal or review thereof; and (g) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to Borrower, the Collateral, the Loan Documents, including representing a Lender in any adversary proceeding or contested matter commenced or continued by or on behalf of Borrower’s estate, and any appeal or review thereof.

11.12 Confidentiality. Each Lender acknowledges that certain items of Collateral and information provided to the Lenders by Borrower are confidential and proprietary information of Borrower, if and to the extent such information either (x) is marked as confidential by Borrower at the time of disclosure, or (y) should reasonably be understood to be confidential (the “Confidential Information”). Accordingly, each Lender agrees that any Confidential Information it may obtain in the course of acquiring, administering, or perfecting such Lender’s security interest in the Collateral or otherwise in connection with

the Loan shall not be disclosed to any other person or entity in any manner whatsoever, in whole or in part, without the prior written consent of Borrower, except that a Lender may disclose any such information: (a) to its own directors, officers, employees, accountants, counsel and other professional advisors and to its affiliates if such Lender in its sole discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with the Loan or this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is generally available to the public; (c) if required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over such Lender; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by a Lender’s counsel; (e) to comply with any legal requirement or law applicable to a Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including a Lender’s sale, lease, or other disposition of Collateral after default; (g) to any participant or assignee of a Lender or any prospective participant or assignee; provided, that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of Borrower; provided, that any disclosure made in violation of this Agreement shall not affect the obligations of Borrower or any of its affiliates or any guarantor under this Agreement or the other Loan Documents.

11.13 Assignment of Rights. Borrower acknowledges and understands that each Lender may sell and assign all or part of its interest hereunder and under the Note(s) and Loan Documents to any person or entity (an “Assignee”), other than, during the continuance of an Event of Default, a direct competitor of Borrower. After such assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of a Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, each Lender shall retain all rights, powers and remedies hereby given. No such assignment by a Lender shall relieve Borrower of any of its obligations hereunder. Each Lender agrees that in the event of any transfer by it of the Note(s), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

11.14 Revival of Secured Obligations. This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from a Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to a Lender, or any part thereof is rescinded, avoided or avoidable,

reduced in amount, or must otherwise be restored or returned by, or is recovered from, a Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to the Lenders in Cash.

11.15 Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

11.16 No Third Party Beneficiaries. No provisions of the Loan Documents are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any person other than the Lenders and Borrower unless specifically provided otherwise herein, and, except as otherwise so provided, all provisions of the Loan Documents will be personal and solely between the Lenders and Borrower.

11.17 Publicity. Each Lender may use Borrower’s name and logo, and include a brief description of the relationship between Borrower and the Lenders, in such Lender’s marketing materials.

(SIGNATURES TO FOLLOW)

IN WITNESS WHEREOF, Borrower and each Lender have duly executed and delivered this Loan and Security Agreement as of the day and year first above written.

	BORROWER:

	INTELEPEER, INC.

	Signature:		/s/ Andre Simone

	Print Name:		Andre Simone

	Title:		CFO

Accepted in Palo Alto, California:

	LENDERS:

	HERCULES TECHNOLOGY II, L.P.,
	a Delaware limited partnership

	By:	Hercules Technology SBIC
		Management, LLC, its General Partner

	By:	Hercules Technology Growth
		Capital, Inc., its Manager

	By:	/s/ K. Nicholas Martitsch
	Name:	K. Nicholas Martitsch
	Its:	Associate General Counsel


	COMERICA BANK


	By:	/s/ Calvin Cheng

	Name:	Calvin Cheng

	Title:	Vice President

Table of Addenda, Exhibits and Schedules

Addendum 1:		SBA Provisions

Exhibit A:		Advance Request Attachment to Advance Request

Exhibit B-1:		Revolving Note

Exhibit B-2:		Equipment Note

Exhibit C:		Name, Locations, and Other Information for Borrower

Exhibit D:		Borrower’s Patents, Trademarks, Copyrights and Licenses

Exhibit E:		Borrower’s Deposit Accounts and Investment Accounts

Exhibit F:		Compliance Certificate

Exhibit G:		Joinder Agreement

Exhibit H:		Borrowing Base Certificate

Exhibit I:		ACH Debit Authorization Agreement

Schedule 1		Subsidiaries
Schedule 1A		Existing Permitted Indebtedness
Schedule 1B		Existing Permitted Investments
Schedule 1C		Existing Permitted Liens
Schedule 5.3		Consents, Etc.
Schedule 5.5		Actions Before Governmental Authorities
Schedule 5.8		Tax Matters
Schedule 5.9		Intellectual Property Claims
Schedule 5.10		Intellectual Property
Schedule 5.11		Borrower Products
Schedule 5.14		Capitalization

Annex I		Approved Plan

Annex II		Financed Equipment

ADDENDUM 1 to LOAN AND SECURITY AGREEMENT

(a) Borrower’s Business. For purposes of this Addendum 1, Borrower shall be deemed to include its “affiliates” as defined in Title 13 Code of Federal Regulations Section 121.103. Borrower represents and warrants to the Lenders (as of the Closing Date and for a period of one year thereafter) and covenants to the Lenders as follows:

1. Size Status. Borrower does not have tangible net worth in excess of $18 million or average net income after Federal income taxes (excluding any carry-over losses) for the preceding two completed fiscal years in excess of $6 million;

2. No Relender. Borrower’s primary business activity does not involve, directly or indirectly, providing funds to others, purchasing debt obligations, factoring, or long-term leasing of equipment with no provision for maintenance or repair;

3. No Passive Business. Borrower is engaged in a regular and continuous business operation (excluding the mere receipt of payments such as dividends, rents, lease payments, or royalties). Borrower’s employees are carrying on the majority of day to day operations. Borrower will not pass through substantially all of the proceeds of the Loan to another entity;

4. No Real Estate Business. Borrower is not classified under Major Group 65 (Real Estate) or Industry No. 1531 (Operative Builders) of the SIC Manual. The proceeds of the Loan will not be used to acquire or refinance real property unless Borrower (x) is acquiring an existing property and will use at least 51 percent of the usable square footage for its business purposes; (y) is building or renovating a building and will use at least 67 percent of the usable square footage for its business purposes; or (z) occupies the subject property and uses at least 67 percent of the usable square footage for its business purposes.

5. No Project Finance. Borrower’s assets are not intended to be reduced or consumed, generally without replacement, as the life of its business progresses, and the nature of Borrower’s business does not require that a stream of cash payments be made to the business’s financing sources, on a basis associated with the continuing sale of assets (e.g., real estate development projects and oil and gas wells). The primary purpose of the Loan is not to fund production of a single item or defined limited number of items, generally over a defined production period, where such production

will constitute the majority of the activities of Borrower (e.g., motion pictures and electric generating plants).

6. No Farm Land Purchases. Borrower will not use the proceeds of the Loan to acquire farm land which is or is intended to be used for agricultural or forestry purposes, such as the production of food, fiber, or wood, or is so taxed or zoned.

7. No Foreign Investment. The proceeds of the Loan will not be used substantially for a foreign operation. At the time of the Loan, Borrower will not have more than 49 percent of its employees or tangible assets located outside the United States. The representation in this subsection (7) is made only as of the date hereof and shall not continue for one year as contemplated in the first sentence of this Section 1.

(b) Small Business Administration Documentation. Each Lender acknowledges that Borrower completed, executed and delivered to it SBA Forms 480, 652 and 1031 (Parts A and B) together with a business plan showing Borrower’s financial projections (including balance sheets and income and cash flows statements) for the period described therein and a written statement (whether included in the purchase agreement or pursuant to a separate statement) from the Borrower regarding its intended use of proceeds from the sale of securities to the Lenders (the “Use of Proceeds Statement”). Borrower represents and warrants to the Lenders that the information regarding Borrower and its affiliates set forth in the SBA Form 480, Form 652 and Form 1031 and the Use of Proceeds Statement delivered as of the Closing Date is accurate and complete.

(c) Inspection. The following covenants contained in this Section (c) are intended to supplement and not to restrict the related provisions of the Loan Documents. Subject to the preceding sentence, Borrower will permit, for so long as a Lender holds any debt or equity securities of Borrower, such Lender or its representative, at such Lender’s expense, and examiners of the SBA to visit and inspect the properties and assets of Borrower, to examine its books of account and records, and to discuss Borrower’s affairs, finances and accounts with Borrower’s officers, senior management and accountants, all at such reasonable times as may be requested by the Lenders or the SBA.

(d) Annual Assessment. Promptly after the end of each calendar year (but in any event prior to February 28 of each year) and at such other times as may be reasonably requested by the Lenders, Borrower will deliver to the Lenders a written assessment of the economic impact of the Lenders’ investment in Borrower, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the businesses of Borrower in terms of expanded revenue and taxes, other economic benefits resulting from the investment (such as technology development or commercialization, minority business development, or expansion of exports) and such other information as may be required regarding Borrower in connection with the filing of SBA Form 468 by a Lender. The Lenders will assist Borrower with preparing such

assessment. In addition to any other rights granted hereunder, Borrower will grant the Lenders and the SBA access to Borrower’s books and records for the purpose of verifying the use of such proceeds. Borrower also will furnish or cause to be furnished to the Lenders such other information regarding the business, affairs and condition of Borrower as the Lenders may from time to time reasonably request.

(e) Use of Proceeds. Borrower will use the proceeds from the Loan only for general working capital purposes, in the case of the Revolving Loan Advances, and for the financing of Equipment, in the case of the Equipment Loan Advances. Borrower will deliver to the Lenders from time to time promptly following their reasonable request, a written report, certified as correct by Borrower’s Chief Financial Officer or Corporate Controller, verifying the purposes and amounts for which proceeds from the Loan have been disbursed. Borrower will supply to the Lenders such additional information and documents as the Lenders reasonably request with respect to its use of proceeds and will permit the Lenders and the SBA to have access to any and all Borrower records and information and personnel as the Lenders deem reasonably necessary to verify how such proceeds have been or are being used, and to assure that the proceeds have been used for the purposes specified in this Addendum 1.

(f) Activities and Proceeds. Neither Borrower nor any of its affiliates (if any) will engage in any activities or use directly or indirectly the proceeds from the Loan for any purpose for which a small business investment company is prohibited from providing funds by the SBIC Act, including 13 C.F.R. §107.720. Without obtaining the prior written approval of the Lenders, Borrower will not change within 1 year of the date hereof, Borrower’s current business activity to a business activity which a licensee under the SBIC Act is prohibited from providing funds by the SBIC Act.

(g) Redemption Provisions. Notwithstanding any provision to the contrary contained in the Certificate of Incorporation of Borrower, as amended from time to time (the “Charter”), if, pursuant to the redemption provisions contained in the Charter, the Lenders are entitled to a redemption of their Warrants, such redemption (in the case of the Lenders) will be at a price equal to the redemption price set forth in the Charter (the “Existing Redemption Price”). If, however, a Lender delivers written notice to Borrower that the then current regulations promulgated under the SBIC Act prohibit payment of the Existing Redemption Price in the case of an SBIC (or, if applied, the Existing Redemption Price would cause the Series C Preferred Stock to lose its classification as an “equity security” and such Lender has determined that such classification is unadvisable), the amount such Lender will be entitled to receive shall be the greater of (i) fair market value of the securities being redeemed taking into account the rights and preferences of such securities plus any costs and expenses of the Lenders incurred in making or maintaining the Warrants, and (ii) the Existing Redemption Price where the amount of accrued but unpaid dividends payable to the Lenders is limited to Borrower’s earnings plus any costs and expenses of the the Lenders incurred in making or maintaining the Warrants; provided, however, the amount calculated in subsections (i) or (ii) above shall not exceed the Existing Redemption Price.

(h) Cost of Money. Notwithstanding any provision to the contrary contained in the Loan Documents, all interest and fees charged pursuant to the Loan Documents shall comply with the provisions of 13 C.F.R. § 107.855, including, without limitation, that such amounts shall not exceed the Cost of Money ceiling (as defined hereafter). The current Cost of Money ceiling for this Loan is fourteen percent.

(i) Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and the Lenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or a Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) such Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, such Lender, and any governmental regulatory agency, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc.

(j) Lender References. Notwithstanding any term or condition contained in the Agreement or the other Loan Documents to the contrary, no Lender shall have rights under this Addendum 1, and Borrower shall not have any obligations to a Lender under this Addendum 1, unless such Lender holds a license from the U.S. Small Business Administration to extend loans as a small business investment company pursuant to the Small Business Investment Act of 1958, as amended, and the associated regulations.

EXHIBIT A

ADVANCE REQUEST

To:

The Lenders:

Date: ,

Hercules Technology II, L.P.

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Attn: Steve Kuo

Facsimile: (650) 473-9194

Comerica Bank

Technology & Life Sciences Division

75 E Trimble Road
Mail Code 4770
San Jose, CA 95131
Attn: Manager
Facsimile: (408) 556-5091

With a copy to:

Comerica Bank

Technology & Life Sciences Division

226 Airport Parkway, Suite 100

San Jose, CA 95110

Attn: Group Manager, Technology and Life Sciences Division

Facsimile: (408) 451-8568

IntelePeer, Inc. (“Borrower”) hereby requests from Hercules Technology II, L.P. (“Hercules”) and Comerica Bank (“Comerica”; and collectively with Hercules, the “Lenders”) an Advance in the amount of Dollars ($ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and the Lenders (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Please:

(a) Issue a check payable to Borrower

(b) Wire Funds to Borrower’s account

Bank:
Address:

ABA Number:
Account Number:
Account Name:

Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement and in the Warrants are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that each Lender has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, such Lender may decline to fund the requested Advance.

Borrower hereby represents that Borrower’s corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request.

Borrower agrees to notify each Lender promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if the Lenders have received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date.

Executed as of [ ], 20[ ].

	BORROWER:

	INTELEPEER, INC.


	SIGNATURE:
	TITLE:
	PRINT NAME:

ATTACHMENT TO ADVANCE REQUEST

Dated:

Borrower hereby represents and warrants to each Lender that Borrower’s current name and organizational status is as follows:

Name:		IntelePeer, Inc.

Type of organization:		Corporation

State of organization:		Delaware

Organization file number:		4231218

Borrower hereby represents and warrants to each Lender that the street addresses, cities, states and postal codes of its current locations are as follows:

EXHIBIT B-1

SECURED REVOLVING PROMISSORY NOTE

$10,000,000

Maturity Date: May 5, 2011

FOR VALUE RECEIVED, IntelePeer, Inc., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of [Hercules Technology II, L.P., a Delaware limited partnership] or the holder of this Promissory Note (as defined below) (the “Lender”) at [400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301] or such other place of payment as the holder of this Secured Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million Dollars ($10,000,000) or such other principal amount as Lender has advanced to Borrower under Section 2.1 of the Loan Agreement (as defined below), together with interest at a floating rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 2.05% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month.

This Promissory Note is a Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated May 5, 2010, by and among Borrower, the Lender and [Comerica Bank, a Michigan banking corporation] (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note.

Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

BORROWER FOR ITSELF AND
ON BEHALF OF ITS SUBSIDIARIES:	INTELEPEER, INC.

	By:
	Title:

EXHIBIT B-2

SECURED EQUIPMENT PROMISSORY NOTE

$10,000,000	Advance Date: , 2010

	Maturity Date: May 5, 2011

FOR VALUE RECEIVED, IntelePeer, Inc., a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby promises to pay to the order of [Hercules Technology II, L.P., a Delaware limited partnership] or the holder of this Promissory Note (as defined below) (the “Lender”) at [400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301] or such other place of payment as the holder of this Secured Equipment Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million Dollars ($10,000,000) or such other principal amount as Lender has advanced to Borrower under Section 2.2 of the Loan Agreement (as defined below), together with interest at a floating rate equal to the prime rate as reported in the Wall Street Journal, and if not reported, then the prime rate next reported in the Wall Street Journal, plus 7% per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month.

This Promissory Note is an Equipment Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated May 5, 2010, by and among Borrower, the Lender and [Comerica Bank, a Michigan banking corporation] (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note.

BORROWER FOR ITSELF AND
ON BEHALF OF ITS SUBSIDIARIES:	INTELEPEER, INC.

	By:
	Title:

EXHIBIT C

NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER

1. Borrower represents and warrants to each Lender that Borrower’s current name and organizational status as of the Closing Date is as follows:

Name:		IntelePeer, Inc.

Type of organization:		Corporation

State of organization:		Delaware

Organization file number:		4231218

Borrower’s fiscal year ends on December 31.

Borrower’s federal employer tax identification number is: 68-0556257

2. Borrower represents and warrants to each Lender that for five (5) years prior to the Closing Date, Borrower did not do business under any other name or organization or form except the following:

Name: Voex, Inc.

Used during dates of: October 5, 2006 - September 14, 2007

Type of Organization: Corporation

State of organization: Delaware

Organization file Number: Same

3. Borrower represents and warrants to each Lender that its headquarters are located at 2855 Campus Drive, San Mateo, CA 94403.

4. Borrower represents and warrants to each Lender that as of the Closing Date the Collateral is located at:

60 Hudson St, New York, NY 10013

350 E. Cermak, Chicago, IL 60616

4000 Highlands Pkwy Smyrna, GA 30082

313 Inverness Way S, Englewood, CO 80112

2300 15th St, Denver, CO 80202

1300 Mockingbird Ste 100 Dallas, TX 75247

600 W 7TH, STE 300 Los Angeles, CA 90017

Telehouse North Coriander AVE London E14 2AA

2855 Campus Drive, Suite 200, San Mateo, CA 94403

2558 Beechwood Dr. East Grand Rapids, MI 49506

1100 Dexter Avenue N., Seattle WA 98109 (until 4/30/10)

200 W. Thomas St., Suite 120, Seattle WA 98119 (as of 5/1/10)

EXHIBIT D

BORROWER’S PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

Patents

Description		Filing Number
INTELLIGENT CALL ROUTING		11/849,044
UNIFIED COMMUNICATIONS SYSTEM		12/499,607
PAYMENT SYSTEM FOR PAYING PEERING PARTNERS IN A TELECOMMUNICATIONS NETWORK		12/729,806
METHOD OF MANAGING A PEERING DATABASE IN A TELECOMMUNICATIONS NETWORK		12/729,770

Registered Trademarks

Description		Serial Number
INTELEPEER		77,260,074, 77/260,067, 77/260,059, 77/260,040, 77/259,994
INTELEPEER APPWORX		77/867,538

Registered Copyrights

None.

Licenses

The only Intellectual Property licensed from third parties is in connection with purchased Equipment.

EXHIBIT E

BORROWER’S DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS

EXHIBIT F

COMPLIANCE CERTIFICATE

Hercules Technology II, L.P.
400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Attn: Steve Kuo

Facsimile: (650) 473-9194

Comerica Bank

Technology & Life Sciences Division

75 E Trimble Road
Mail Code 4770
San Jose, CA 95131
Attn: Manager
Facsimile: (408) 556-5091

With a copy to:

Comerica Bank

Technology & Life Sciences Division

226 Airport Parkway, Suite 100

San Jose, CA 95110

Attn: Group Manager, Technology and Life Sciences Division
Facsimile: (408) 451-8568

Reference is made to that certain Loan and Security Agreement dated May 5, 2010 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology II, L.P. and Comerica Bank as Lenders and IntelePeer, Inc. (the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement.

The undersigned is an officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending with all covenants, conditions and terms of the Loan Documents and hereby reaffirms that all representations and warranties contained therein are true and correct in all material respects on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Documents as to such covenants, conditions, terms, representations and warranties. Attached are the documents required to be provided under the Loan Agreement in support of the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below.

REPORTING REQUIREMENT	REQUIRED	CHECK IF ATTACHED

Interim Financial Statements	Monthly within 25 days

Interim Financial Statements	Quarterly within 25 days

Audited Financial Statements	FYE within 150 days

	Very Truly Yours,


	By:

	Name:

	Title:

EXHIBIT G

FORM OF JOINDER AGREEMENT

This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into among , a corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Hercules”), and COMERICA BANK, a Michigan banking corporation (“Comerica”; together with Hercules, the “Lenders”).

RECITALS

A. Subsidiary’s Affiliate, IntelePeer, Inc. (“Company”) [has entered/desires to enter] into that certain Loan and Security Agreement dated May 5, 2010, with the Lenders, as such agreement may be amended (the “Loan Agreement”), together with the other agreements executed and delivered in connection therewith;

B. Subsidiary acknowledges and agrees that it will benefit both directly and indirectly from Company’s execution of the Loan Agreement and the other agreements executed and delivered in connection therewith;

AGREEMENT

NOW THEREFORE, Subsidiary and the Lenders agree as follows:

1. The recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized terms not defined herein shall have the meaning provided in the Loan Agreement.

2. By signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of the Loan Agreement the same as if it were Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that each Lender shall have no duties, responsibilities or obligations to Subsidiary arising under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith. Rather, to the extent that a Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith, those duties, responsibilities or obligations shall flow only to Company and not to Subsidiary or any other person or entity, other than with respect to the obligations of confidentiality set forth in Section 11.12 of the Loan Agreement. By way of example (and not an exclusive list): (a) a Lender’s providing notice to Company in accordance with the Loan Agreement or as otherwise agreed between Company and a Lender shall be deemed provided to Subsidiary; (b) a Lender’s providing an Advance to Company shall be deemed an Advance to Subsidiary; and (c) Subsidiary shall have no right to request an Advance or make any other demand on a Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE TO JOINDER AGREEMENT]

SUBSIDIARY:

.

	By:
	Name:
	Title:

	Address:


	Telephone:
	Facsimile:

HERCULES TECHNOLOGY II, L.P.,
a Delaware limited partnership

By:	Hercules Technology SBIC Management, LLC,
	its General Partner

By:	Hercules Technology Growth Capital, Inc.,
	its Manager

By:
Name:
Its:

Hercules Technology II, L.P.
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301
Facsimile: (650) 473-9194

COMERICA BANK

By:
Name:
Title:

Address:

Comerica Bank

Technology & Life Sciences Division

75 E Trimble Road
Mail Code 4770
San Jose, CA 95131

Attn: Manager
Facsimile: (408) 556-5091

With a copy to:

Comerica Bank

Technology & Life Sciences Division

226 Airport Parkway, Suite 100

San Jose, CA 95110

Attn: Group Manager, Technology and Life Sciences Division
Facsimile: (408) 451-8568

EXHIBIT H

BORROWING BASE CERTIFICATE

Borrower: IntelePeer, Inc.

Revolving Loan Commitment Amount: $10,000,000

ACCOUNTS RECEIVABLE
	1.	Accounts Receivable Book Value as of		$
	2.	Additions (please explain on reverse)		$
TOTAL ACCOUNTS RECEIVABLE				$
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	3.	Amounts over 90 days due	$
	4.	Balance of 25% over 90 day accounts	$
	5.	Concentration Limits	$
	6.	Foreign Accounts	$
	7.	Deferred Revenue	$
	8.	Contra Accounts	$
	9.	Affiliate Accounts	$
	10.	Governmental Accounts	$
	11.	Conditional Payment	$
	12.	Uninvoiced within 30 days	$
	13.	Other (please explain on reverse)	$
	14.	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS		$
	15.	Eligible Accounts (Total Accounts Receivable minus #14)		$
	16.	LOAN VALUE OF ACCOUNTS ([ ]% of #15)		$
BALANCES
	17.	Maximum Revolving Loan Amount		$	10,000,000
	18.	Total Funds Available (Lesser of #16 or #17)		$
	19.	Present balance owing on Line of Credit		$
	20.	RESERVE POSITION (#18 minus #19)		$

The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and each of Hercules Technology II, L.P. and Comerica Bank.

IntelePeer, Inc.

By:
	Authorized Signer

EXHIBIT I

ACH DEBIT AUTHORIZATION AGREEMENT

Hercules Technology II, L.P.
400 Hamilton Avenue, Suite 310
Palo Alto, CA 94301

Re: Loan and Security Agreement dated May 5, 2010 between IntelePeer, Inc.
(“Borrower”), Hercules Technology II, L.P. (“Hercules”), and Comerica Bank
(“Comerica”; together with Hercules, the “Lenders”)

In connection with the above referenced Agreement, Borrower hereby authorizes Hercules to initiate debit entries for the periodic payments due under the Agreement to Borrower’s account indicated below. Borrower authorizes the depository institution named below to debit to such account.

DEPOSITORY NAME		BRANCH

CITY		STATE AND ZIP CODE

TRANSIT/ABA NUMBER		ACCOUNT NUMBER

This authority will remain in full force and effect so long as any amounts are due under the Agreement.


(Borrower)(Please Print)

By:

Date:

ANNEX I

APPROVED PLAN

ANNEX II

FINANCED EQUIPMENT

Vendor
Skyline Computer Corporation
Skyline Computer Corporation
Network Equipment Technologies
Safe Systems
Skyline Computer Corporation
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Dell
Net Optics
Solarwinds
MJK

EX-21.1 38 a2203792zex-21_1.htm EX-21.1

Exhibit 21.1

Subsidiaries of IntelePeer, Inc.

Name of Subsidiary	Jurisdiction of Incorporation	Name Under Which Subsidiary Conducts Business

IntelePeer Virginia, Inc.	Virginia	IntelePeer Virginia, Inc.

EX-23.2 39 a2203792zex-23_2.htm EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

IntelePeer, Inc.
San Mateo, California

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated May 9, 2011, relating to the financial statements of IntelePeer, Inc., which is contained in that Prospectus.

We also consent to the reference to us under the caption "Experts" in the Prospectus.

BDO USA, LLP
San Francisco, California

May 9, 2011

GRAPHIC 40 g111762kqi001.gif G111762KQI001.GIF begin 644 g111762kqi001.gif M1TE&.#EAS``L`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y M!`$`````+`````#+`"L`AP``````````,P``9@``F0``S```_P`S```S,P`S M9@`SF0`SS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9 M_P#,``#,,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,` M9C,`F3,`S#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F M_S.9`#.9,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_ M9C/_F3/_S#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S M_V9F`&9F,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;, M9F;,F6;,S&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D` M_YDS`)DS,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF9 M9IF9F9F9S)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G_ M_\P``,P`,\P`9LP`FZTBSILV;$UMA<9&@ MI\^?/VDDPDFTJ%&;,PVR'*"`:8*F"9@ZY:G@Z0`7-(YJW1K6@X;8K%"ZU6!UNY4CGW:0(7+]T*'FPS$5`L:QU^[8FV M)Q;"D"-;'-1"JM")-'I2[9E58$C)!S^#AMR*<8+.7DW[]#*ZM6ML'VG)K4I# MM.B1`I/"'JA;D&FT@7=[#CWQ=O&"B1_JUDTP^4>!N(TN%PFR^L`O?A.(MHA% M]>G7!FD-_Z*!&CQ.W7X5L#;(_*%?J@.2%_0RZ$NBX&W-.JTX:Q8B68CX-PLK MU^!%F%Z#Z.7*4-BX8N!`I?G44'\$+N2%3VBM5U!I`Z2%42(/2I099_QQ(8:) M8AB"XB%=(-(>5^-]UQ,VK0B`'S:#6!9>08@XF6# MV?74PD$C5K4=1(O-2!$MICGYD)IKJG@BFRER@8A@I0F4`&5C"3*D4X\EU$J6 M6%8J"T&Z&?:77U)B(YM3G3Z4F5R1%N?4HC(U5.DA;K9R#2M65O\ZF``"S1"7 M((.4*E">:]WIJ54)X/6@:*RNFBV6[*?*AL\C2Q2&',HR-RP3!/.)W",F"HK"!$FM0A(TE()^9/S&(C5D]N9*G M3S,,!!1:`Y3J"M%@"3UT6`8='51!V(I1T#5J"JLS-JQT06B;!LT2R-@F?@VV MB=1>NR87VSYKE=36QAIKW)[.MFD"N@[_]*Y?$)JF-[P)#$7DWE<92,M<'5X% MN$"MF-64U+1XX7A4\"I0*M>KYI;;JH%T:3.EE!IRJ$@_KEJI(5^GZW7J0;*W M4)T^(W3MS88>U%W/8!XD.$%QI-%='*N%N!R M4]?K4'H41K?V\`E2P"N2KC+3E,",*5X"B0D'K3+!IGPACP)`RX/2P_\X>"7G M&JK+)(`&\I&5!51U22'A02N).BT5)8.\(]Q/$-.0TF3(B3T)T:D4-T0Z\BXL M\K$@'FD$%I]!.HMSWS$!_C6A==BB4774R+1O$";;*#2\>E9(X) M.9,+XD/$RSU(4R.E5T'BZ`I!M&(0XI+-7YH6N.NIQ:E!%,CHL!0BB0&T2FXB M4%=9"-97%4@F(#3*+-$"HE8`M2$S*Y4XC;UG0IA0`T4!_#R3@7V$,/>H0ZT,'&.(6#!:>4Z8&H`6U! M9@"OO.S&,%)1Y*GN>21:)&>3/K*8RY@#T"S_'>J&S%D=L6XXL=W`T$=&.2!; M,R)].L\S7\'K5Z)'1-.T0#1QJ1UT4"2&R,I$;%Z$#B+@ M-A!L:4LDXVWL)+U&DQ=!U$/$/96&(C34Y!`PHTK[UTH@)SS'3%4!`OB,!>72 MDH&0EE,&F^I=0Q8K;9;W2H>@YJJ^A@@(LTQU`Y$PJW)*O8V!$4:4EM%>)=.JVD@"UOH=RDJK&A[T21!=0QCXE"9XIAI1BYH04C^%:% MP.QAITD.%LS2@CDEY0N.PX)H$B&7J*1%-%X8*E3$R2"\5*ZG"P8):44\@)04 MQ*"'"-V1$O+(2++JD$6N`]TUDE);KAI%3AUQA6M=BQP^$X06>[[377`UB)]Y M*A%>2#0J$=+4DN0%T?31,WMF<J%7(%!QK'('(LLG-[NJ&P2>]E!Y,?K@ZC:U-8BCD%4'9WIW&2L 8K4ZVLI?-+69?!-C.CK:TITWM:F,C(``[ ` end GRAPHIC 41 g111762ksi001.gif G111762KSI001.GIF begin 644 g111762ksi001.gif M1TE&.#EAS``L`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y M!`$`````+`````#+`"L`AP``````````,P``9@``F0``S```_P`S```S,P`S M9@`SF0`SS``S_P!F``!F,P!F9@!FF0!FS`!F_P"9``"9,P"99@"9F0"9S`"9 M_P#,``#,,P#,9@#,F0#,S`#,_P#_``#_,P#_9@#_F0#_S`#__S,``#,`,S,` M9C,`F3,`S#,`_S,S`#,S,S,S9C,SF3,SS#,S_S-F`#-F,S-F9C-FF3-FS#-F M_S.9`#.9,S.99C.9F3.9S#.9_S/,`#/,,S/,9C/,F3/,S#/,_S/_`#/_,S/_ M9C/_F3/_S#/__V8``&8`,V8`9F8`F68`S&8`_V8S`&8S,V8S9F8SF68SS&8S M_V9F`&9F,V9F9F9FF69FS&9F_V:9`&:9,V:99F:9F6:9S&:9_V;,`&;,,V;, M9F;,F6;,S&;,_V;_`&;_,V;_9F;_F6;_S&;__YD``)D`,YD`9ID`F9D`S)D` M_YDS`)DS,YDS9IDSF9DSS)DS_YEF`)EF,YEF9IEFF9EFS)EF_YF9`)F9,YF9 M9IF9F9F9S)F9_YG,`)G,,YG,9IG,F9G,S)G,_YG_`)G_,YG_9IG_F9G_S)G_ M_\P``,P`,\P`9LP`FZTBSILV;$UMA<9&@ MI\^?/VDDPDFTJ%&;,PVR'*"`:8*F"9@ZY:G@Z0`7-(YJW1K6@X;8K%"ZU6!UNY4CGW:0(7+]T*'FPS$5`L:QU^[8FV M)Q;"D"-;'-1"JM")-'I2[9E58$C)!S^#AMR*<8+.7DW[]#*ZM6ML'VG)K4I# MM.B1`I/"'JA;D&FT@7=[#CWQ=O&"B1_JUDTP^4>!N(TN%PFR^L`O?A.(MHA% M]>G7!FD-_Z*!&CQ.W7X5L#;(_*%?J@.2%_0RZ$NBX&W-.JTX:Q8B68CX-PLK MU^!%F%Z#Z.7*4-BX8N!`I?G44'\$+N2%3VBM5U!I`Z2%42(/2I099_QQ(8:) M8AB"XB%=(-(>5^-]UQ,VK0B`'S:#6!9>08@XF6# MV?74PD$C5K4=1(O-2!$MICGYD)IKJG@BFRER@8A@I0F4`&5C"3*D4X\EU$J6 M6%8J"T&Z&?:77U)B(YM3G3Z4F5R1%N?4HC(U5.DA;K9R#2M65O\ZF``"S1"7 M((.4*E">:]WIJ54)X/6@:*RNFBV6[*?*AL\C2Q2&',HR-RP3!/.)W",F"HK"!$FM0A(TE()^9/S&(C5D]N9*G M3S,,!!1:`Y3J"M%@"3UT6`8='51!V(I1T#5J"JLS-JQT06B;!LT2R-@F?@VV MB=1>NR87VSYKE=36QAIKW)[.MFD"N@[_]*Y?$)JF-[P)#$7DWE<92,M<'5X% MN$"MF-64U+1XX7A4\"I0*M>KYI;;JH%T:3.EE!IRJ$@_KEJI(5^GZW7J0;*W M4)T^(W3MS88>U%W/8!XD.$%QI-%='*N%N!R M4]?K4'H41K?V\`E2P"N2KC+3E,",*5X"B0D'K3+!IGPACP)`RX/2P_\X>"7G M&JK+)(`&\I&5!51U22'A02N).BT5)8.\(]Q/$-.0TF3(B3T)T:D4-T0Z\BXL M\K$@'FD$%I]!.HMSWS$!_C6A==BB4774R+1O$";;*#2\>E9(X) M.9,+XD/$RSU(4R.E5T'BZ`I!M&(0XI+-7YH6N.NIQ:E!%,CHL!0BB0&T2FXB M4%=9"-97%4@F(#3*+-$"HE8`M2$S*Y4XC;UG0IA0`T4!_#R3@7V$,/>H0ZT,'&.(6#!:>4Z8&H`6U! M9@"OO.S&,%)1Y*GN>21:)&>3/K*8RY@#T"S_'>J&S%D=L6XXL=W`T$=&.2!; M,R)].L\S7\'K5Z)'1-.T0#1QJ1UT4"2&R,I$;%Z$#B+@ M-A!L:4LDXVWL)+U&DQ=!U$/$/96&(C34Y!`PHTK[UTH@)SS'3%4!`OB,!>72 MDH&0EE,&F^I=0Q8K;9;W2H>@YJJ^A@@(LTQU`Y$PJW)*O8V!$4:4EM%>)=.JVD@"UOH=RDJK&A[T21!=0QCXE"9XIAI1BYH04C^%:% MP.QAITD.%LS2@CDEY0N.PX)H$B&7J*1%-%X8*E3$R2"\5*ZG"P8):44\@)04 MQ*"'"-V1$O+(2++JD$6N`]TUDE);KAI%3AUQA6M=BQP^$X06>[[377`UB)]Y M*A%>2#0J$=+4DN0%T?31,WMF<J%7(%!QK'('(LLG-[NJ&P2>]E!Y,?K@ZC:U-8BCD%4'9WIW&2L 8K4ZVLI?-+69?!-C.CK:TITWM:F,C(``[ ` end GRAPHIC 42 g111762kti001.jpg G111762KTI001.JPG begin 644 g111762kti001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`+'AI]0^*NKZI>W^LWUEI=E)Y=K;6,OE9R206/<@`?G7 M6:EXAA\"66E:%&M]KNIW.4MXWE!EEP>69CT'./P]J@7XH6"^'M4U*XTVY@N] M)E6*[L&8;T+-M!!Z$9S^5,O/B<-.T2+6+WP]?P6MQ=)!;AR!)*C+N\S;Z8Z# MO4^D^.DU^ZU;1KW1[[2KFUM&F9)&`D^$_AQ87-K;7] MU]LO)(K:">92[-NYRV`%'X=ZG\<^)-;G^'.I7$VEWN@74,T*!O/!W@L,[67M MZ_6K_ASXAMM6/BGKFK:#X;@N- M,E>W22Z6.ZN8T#-#&>X![YJC\-]M;OQ#\23^%O!UUJ-J!]I)6*$D9"LQZ_@,G\*RO"W@>=(],UR^\2:Q/ M?NJW$Z&Z/E2;AG85_NC/Z4FK_$V;1I9)KKPIJ<>F0W'D/>2X3G.,JO<<=Z@MEH=WJ%EI3A+Z M\B=0L39P<`_>P<^G2M+1O'EAK/B"ZTE('A6&U2[BN'8;9HF`.X#M@,/UJSX3 M\61>*])GU2*SDM;:.9HT:1@?,"]6&.@KA?"]G??%"34];U+7-2L[6*X:"SMK M*?RUB``.3ZG!'ZUUNM>*(O!Z:7H4%O>:UJERFR&+S!YD@4?8U33XK.]Y'9_\`"):K]INH1-91 M?+NN%/?_`&1@$YYZ58_X6C8CP7_PDITVY"I=_9)+;<-RO]>XQ5<_%647GZY%97$LVI3&"VLEQYCR`X(STQG MO[BEMOB/`;'66U#2;FQO]&C$MQ9.ZLS*>A5AP>H_,55/Q5@BT1M8N-"OH+:4 MQI8AR-UX[9R%'8#'7W'K5'QGKDFJ_#Z^E\0Z%J>D+#O M'\JU]4\:W>A1+;V7AC4]1AM;1)IKDL%14VY^^<[B`#FLW6M.]"U74_#'ANVLK*2>:UNX'G1<90*F"3]#4JZ)J M?_"S/$.I?8I/L=SI0AAFXP[[5^4?D:YW3_#EY:?#33=*UKP==:IMNI7FBBE" M36XS\K+@\YSTK._X1#Q1+X*U^TM]/U!+*XN(3I^GW4@:9`K98XSQQBNOO]"U M67QKX,O4LI&M["U9+F3C$3;,8/XTOQ.T+5=4N=%O+73WU6PLIR]WIZ/@RC(P M<=^`1^-<38^'-?L/%5IJFF^&-770K6\%PNGSR*'1R.2H)Z#_``!->H^./#C> M,/!]QIT+>3.X66'S!C#CD!O3/(]LUC^'/$7BV"'3M&OO!MRLL.R">[\Y1$$4 M8WCU..<9KSS5_"OB?4;?4HM1T#5K_6?M9D2],Q,'DCLHS@D]@/TQ7H.@:1JL M?Q2O-8N-.EM[.?2XHU=B"`X6/*\'J,'\JY*X\#3:5K^L1ZAX6U'7+>]G,UI- M971C7#$G;(`>.O4^E2_$72+KP[9:%JFD6IM)'LFTN6W\W>R!U.U=W\1&YAGV M%>H>&=$CT'PO8Z.`"((`DF/XF/+'\237!>'K7Q-\-KC4=+@\.SZUIMQ.9[6> MVD`(R,88=N`/R[U:\0:=X@/B;P[XVBT.6:6VMS%>:=%*K219#=#T;[Y_(5CR M^$/$-[X7\7ZE+IDD5[KMQ&]O8;@9%19-V3VS@_I710:'JJ^/_"]^UE(+6TTC MR)Y>,1OM8;3[Y(KF9/"/B$_#*[TT:5/]L?6S<+#QN,>!\W7I73RZ'JC?$V^U M(64ALY-$-NLW&#)Q\OUKDI/`.N3?#O0!)IDLEWI5Y+)/8>9LDDC=P3M(/!X' MOS6C;^%Q-X>\1-I?A#4M-N+FQ\F-KRZ,DDY)!*[2>,8'-6=?\):W=?#WPO\` M9+(R:AHIBDDLV(#-@#('N"!^M3>,7\1>-/`U_;)X7N[*43PF"*5U+RC.6..V M/US6)XGT#Q!>>(KN._T;4]4LY;%(M-6VF*Q02;`,OR`,-G.:N6ND:]8^%_!< M[Z%=O+HU[(;FV0`R;23A@,]/\]ZZ71OB98ZKXWN_"TED]K-!++%',TH(E9"0 M1C'&0"?PK6\(^*X_%=A=W:VC6BVMR]N0\@;.T`[LX&.M;4=W;31&6*XB>->" MZN"!^-.\Z+*#S4S)RGS#YOIZTGVB#)'G1Y!VD;QP?2F_;+41-+]JA\M3M9_, M&`?0GUITUS!;P^=-/'%'_?=P%_,T)/#)$LR31M&WW7#`J?H:P->\8VVBZMH^ MGI!]K;5+DV^^.48A(*@YZ\_-TKH%EC=V19$9U^\H8$CZUS]WXQAL_',/AF6U MVB2T:Z:Z:0!4`#$@C'^SUS4?A3QHOBLW]S!I[6VF6LACBO)91B<@]0N.!C!Z M]Q71?:HF9XXI8Y)D7=Y8<9]OI6-X4UG5=5TB:[UW3HM,FBF9-@E##:,KZ[:Z7HEWJ:,ER+:W:<1QR#+JH['^M<_I-MH/C*?2/%=]'MOVAWV]G) M=;EC(8X8)QD^^/3TK8L/%VE:EXBOM"@=Q=6&WS&?`5B>RG/)J#QMXN'@W2(= M0-BUZ9KA8!&LFPY()SG!]/UIWAWQ!JVJS3+JOAR;1D0+Y;S3JWF,3T&`*VC> M6HA:8W,/E*=K/Y@V@^A/K3A<0&$3":,Q'H^X;3^-0W.H06]K=3JZ2FUC9WC1 MP6&`3@^G2LWPKXH@\3>'+?63$+))V=5CDD!QM8CKQZ5N444445\]OI=Q<:]X MRUG3\B_T/5/MD)'4J)9-X_(`_A4:ZC=GX1W(N`K8&PH#M)[#.*Z M?2O!>J2ZGJ5LMCI^FZ=J6EO&UG:WWG`N!\DH!Y^]CG_&N3M]7U"\32M;`<1> M$8K:*92.YE(/_CH`_"KU_8&?X>VVL7`82:YXC\]CG!V?.!^NX_C6E<^#M"3Q MEXJTM+1ELK#2OM-O`)GVI+L'S=>3R>OK45K<66I:'X.T631H]6U*6UD:+[9= MM%!&F]NH'WCA3CT]ZQ@77X6W=L7V"'Q&JJD0*W/A`NGG0KR0"0ZT;EAJIG_UGF9./^`]? MQS7._$32+S7?B>-.T^=H;F;16V8XWXWG8?9L8_&DDUNRU3X"W]E;P+:W.FK' M!_TUI;EVD9C*QC)).3^GL*YN.9 M_P#A7NF6,DK16%YX@D2[8-@%0$X)],$G\/:MJ^TW2=)\5>+K/14C2TC\//A( MY"X5B%)`))^M41H&GZ7X3\$ZW:1,FH7>HQ^;/YAR1N/'7``P*ZCPCHFE'XP^ M)BUG%NLW26VS_P`LW;[Q'YU>^-X+>$K!0Q4G4HP&';Y'YK(^(FB7^F>'-)M= M1UZZU5I]8CQ-(`C1@H1@8/XU8\6Z3X>TW5]$\)Z;X<6^N'622&&>\>*!=Q.6 M;G+'Y37%@R)\*=:M&8(L&NHJ1HY98^.BGTR*Z7^Q;+PW\19;+3%>*&?P]+), M&D+&1RK98Y]<`UB>"1$]_P"%$\2#_B3E9O[.'_+,W'F'/F>^<8_X#[U]`444 M445F67AO1M.NKZZM+".*;4"3=-DGS222<@G'4G\ZBM?"7A^RTB?2+?2X%L+A MMTL!RRL>.>3[#\JCT/P9X=\-W#W&DZ9';S.NTR;F9MOH"Q.!QVJ2/PCX?BM+ M^TCTN%8-2;?=H"<2G.WAR0(RH(!'.>YI M[^'M)>_O+]K)#>:5?`'A1+26T718%@EE69XP6`+J,*>O8$_F:TK_0],U.ZL[J]M$F MFL'WVSDD&-N.1@^PZ^E-MM`TJSUBXU>VLTBOKH8FE4D>9TZC..WI3GT/3)-; MCUM[1#J,4?E)<9.0G/&,X[G\ZHS>"/#5Q/>S2Z3$7U#_`(^L,P$OS!N0#CJ` M:MGPYI!O;*\^PI]HT^+R;5\G,28Q@<^GK7+^,=,TSPSX->"PT"PN=/-QYMQ: MW$C@'(^\I&2&R!^%<]\--`L]=U#5-:_LRULM*N;3[$+"*1F)!P6+,0,YQ^M> MB/X4T*2PL;!].C-MI\@DM8]S8B8<@CGW[TR?PAH%SK\>O2Z#53Q!X0T+Q086U>Q$[P?ZN179&4>F5(.*KQ_#_PI%9SV::-"+>X= M'DC#-@E1A>_;)_,UH3>'=(N-2_M&:Q1[O[.;;S23GRB""O7'')=%A ET9]*B:P@D,D4)+?(QSD@YSW/>ME$$:*BYVJ`!DYXIU%%%%?_V3\_ ` end GRAPHIC 43 g111762kti002.jpg G111762KTI002.JPG begin 644 g111762kti002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#S,]3]:2E/ M4_6DI#.G\$^-KSPAJ&?FFT^9OW]OG_QY?1OYU[I-XJT:'P[_`&^UZAL"FY7' M5C_=`_O9XQ7S?I>EWNLZC%I^GP&:XF.%4=O4D]@/6O7Y_A%;'P_M3`\V\8>,+[Q=J?GSDQ6D1(M[8'A!ZGU8]S7/58O MK&ZTR]ELKV%H+B%MKHW4'_#WJO2`U_"?_(WZ/_U^Q?\`H0KZ;;[I^E?,?A/_ M`)&_1_\`K]B_]"%?3C?=/TIB,?PA_P`BGIG_`%P6N%\>?#O5/$7BF;4K6^L( M8GC10DTA#9`QT`KNO"'_`"*6F?\`7!:X+Q]\.]?\1^*YM2T\6WD/$BCS)BIR M!@\8H`P/^%/ZY_T%-*_[_-_\36IX;\`>*/#.M0ZE9ZKI1*'$D9G;$J'JI^7_ M`":QO^%/^+/2R_\``@_X4?\`"G_%GI9?^!!_PH&>$ZR*&5E8?[)R*S?$NGR MZKX;U#3X7CCDN(&C5I#A02._M7%?#WPOXN$7[PW8M9-,N.9$6?)C;LRC'X$ M?X5VOB;3Y]5\,ZCI]KM\^YMVC3<<#)'S?\`Q-1_\*>\6>EE_P"!!_PI&^#WBPJ0!9P'K7TOX@N]*LM#NIM:,?V'85E60 M9#@_P@=R>U<'\)M0\+F6]MM.MWM=0DD9E%PX9WAS\H4^PZC\>:!G3^"?!5GX M0T[:NV:_F`^T7&.O^ROHH_7K73T44".1\=^!+;Q;9>;%M@U.%?W,V.'']QO; M^5>`WUC=:;>RV5["T%Q"VUXV'(-?5E>5_%'4?"7]M:?#J%J]W>0R*;G[.P4K M#_=8]SW`Z^XS0!@?#'P/=ZOJ5OKMSN@L+2421'',[J>`/]D'J?PKW)ONGZ54 MTFYT^\TJVGTMXFLFC'D^4,*%],=L>E6V^Z?I0!C^$/\`D4M,_P"N"UP/C_P- MXHUWQ7-?Z6@-JT2*I-ULY`YXS7?>$/\`D4M,_P"N"UP'Q`\*>,-6\637>CI< M&T:)`I2[$8R!SQN%`'-_\*N\<_\`/)?_``-'^-'_``J[QS_SR7_P-'^-)_P@ M?Q#_`.>5W_X'C_XJC_A`_B'_`,\KO_P/'_Q5`Q?^%7>.?^>2_P#@:/\`&NYT M31O&*>!M3\/:I;H9?L[)93"Y!)S_``$]L=C7"_\`"!_$/_GE=_\`@>/_`(JC M_A`_B'_SRN__``/'_P`50`O_``J[QS_SR7_P-'^-(WPN\E(=5A7YT'`F`_B7 M^H[?2NUKY1MKF>RNH[JUF>&>)@T M::1I))&+.[')8GJ2:)99)YGFFD:261BSNYR6)ZDFF4@.S^&WBR_T/7[;3D)E MLK^98Y(6/"LQP'7T/KZU[^WW3]*^8_"?_(WZ/_U^Q?\`H0KZ<;[I^E,1C^$/ M^12TS_K@M-PKO_"'_`"*6F?\`7!:\ M_P#B!%XY?Q9,="_M;[#Y2;?LS$)G'-`'-_\`".?$S^YJW_@9_P#95UG@+P]X MI:;5+;Q(VHPV]Q:A(Y'NB2K;NJD,<$5R7V?XH^FO_P#?;?XUVOPQC\7IJMZ? M$?\`:7D>0/*^UL2N[=VSWQ0,Y._\*?$>TOIK>"?4[J*-R$GCNR!(O8X+<57_ M`.$<^)G]S5O_``,_^RKV'Q=I&H:QHDD>E:A/8WT?SPO%(4#'^ZV.Q_2O'OL_ MQ1!QC7_^^V_QH`/^$<^)G]S5O_`S_P"RI&\.?$S:<)JV@]3^5>ZR:583:6=+>TB- MD8_+\C;\NWTQ113$>!>/?!,OA#45:*3S=/N2?L[D_,N.JM]/7O7*444AFMX3 M_P"1OT?_`*_8O_0A7TXWW3]***8C'\(?\BEIG_7!:\P^)?BOQ!I/C.>TT_5K MBVMUAC(C0C`)'/:BB@#E/^$^\6_]!^[_`#7_``KOOA)XDUK6]9OX=4U*>[CC MMU9%D(PIW8SP***!GJM<+\3H_$%EI@UK1-7GM4MABY@5@%*YX89'4$_C^%%% M`CR;_A/O%O\`T'[O\U_PI&\?>+@I/_"07?3U7_"BBD,]?_M;4/\`G[D_2BBB $F(__V3\_ ` end GRAPHIC 44 g551521.jpg G551521.JPG begin 644 g551521.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`[35),3%]'4D%02$E#4SI;24Y414Q% M4$5%4E])3D-=24Y414Q%4$5%4E]435]-0TQ27TQ/1T\N15!3_]L`0P`!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!_]L`0P$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!_\``$0@` M0`%'`P$B``(1`0,1`?_$`!\```(#``,``P$````````````)"`H+!08'`@,$ M`?_$`#D0``$%`0`!!`$#`P($!`8#``0!`@,%!@<(``D1$A,*%"$5(C$642,R M06$74H&A&"1"0W&1DL'P_\0`'0$``00#`0$```````````````0%!@WWAJO@O`3:L[RQZUG"+<6X(8/9!<.Y^5.160]`L*N9L@UGK]`6-9 M!"ULQ';O)+: M3E:[6ZW9EQ#V9V6R*794A6WZ,8&8*;;6MN3_`*#=54LXAPC*KN*\*(4WL.["$W?7[N=J+^ MY.+VUX)+/4*:Y?O/5X\/,9^+^(@Z<:!C(VL61C6_X^W_`./N]43_`+(BN5$1 M/^B(B(B?PG\>G(^Y>A,*7QM+=M<2Y"YV&_GI7:N.B-HY2#577K@N,%[OE$[^ MUC,;0C#1NJ,C'FS>LKRFG$3-3&#*JRYF!F8C8U+*8F.,3%>-OJ(1[6_T7L_,\A;I,UGPUT:ZKGP_ M/]:DRL;]7RD79CT>BO?$]ZN^VFT^*.1KF2-^['M5KV/5SHWM]E#P'\XJB],U_(:7E_6;*!S@.X<:K:G#;\:R8DCH M#-!``$W,;X97N9&:%M*2UGG$9^$*RJR&CFCN6/[L:'R1#4U3VXPB*K)@2NXR MI2<:8F8B3\!U*[Q&/9$=>W+8'T"S+U*2YH34],9?@]89%CPB2&O<8Q0LF(_M M\JVFLN7[0+4\(G:9*/W%6?A5^JE\:^LG4V*\P^<6OC/J#YAP4Z1G#B^A<4F) MEN_JEAQ[LM`+()F.DT55*,P]KJ^0HTK*[*B_>ALT^-L2 MRB*]21[&JL+N@,#MI9">T-[Q/7_;7Z949F^M+W<^(FKOHG]0Y&Z1]G+EF'*^ M([HO)!BRHH,]KZ]\K+&]I!'CTW001)*ZU'CO4IKZM>]4=F<%F\-&INV]KRK: MDK2L9YSLU;JQWDUT7NDK-:V)0835M&8^89KE-0@*.FK!]QLIC,E.$UDCQ,!@ MI*[XQ4Y!EQ@#L`O93:Y1,%YU1$\9\F[8F(ZU%?1ZZIA=QDNF8O*=$P.@K=7B M-QGJ?5Y+34\Z$U5_G+\""TIK>OG1$_()8`$P$PJYK7M;)])6,E:]C>U^O,!" M0$0&)`8%(F!1(D)#,P0D,Q$B0S$Q,3$3$Q,3&_5W"0D(D)00E$$)#,2)#,;P M0S&\3$Q,3$Q.TQ[CH]'H]'K7K/1Z/1Z/1T='H]'H]'1T>CT>CT='1Z/1Z/1T M='H]'^/\^OR$GA!I`I90XS221PQGD310,(+*?^,86!\SV,F)(?\`V0CQ*^:5 MR_6-CE_CT='7Z_1Z/1Z.CH]'H]'HZ.CT>CT>CHZ/1Z/1Z.CH]'H]'HZ.CT>C MT>CHZ/1Z/1Z.CH]'H]'HZ.CT>CT>CHZ/1Z/1Z.CK(.\V_)/4^=GF=V;OY*'* M=V;I$46)I[*:2:6ART?]-QW-\LC99GLAAIZ(.G$E'BD9`ICSIV_1Q,LBZJWA MOXQ87PX\9N.>-_/01!J/E^*J:(T\<9@LVFU+H&F;+8V;6/E62XUVI(MK^SE? M-,Y2#EB;(Z&&%&Y5GG)XU:/P6\T>V^/CG6C)^.=(23"75S"V$N^R$Z5^NYIK M'.8BP3,N*(VH-EF@1T*%QFP*QDH\T$>JAX9>3N+\R/&#B_DCA28'U'4\-3WY MU=$1`1/FM2T=H6QR-DX=SHX[7*Z@:UH[")48Y)@TD^C8YH_GTUWTC_MC04X7 ME_*WQS^-"]_%O\&C^)\T?MY/@Q;A._N/ZC?WU2G:[>,UJN,G,3G?,N'2?'G( MP]_S.&WOC\CP2?O:8\6W[3U)[U$CR-\QN9^.DXU%;0V.LVYH;+"#(Y]XL,U9TELO^%_S_A?\?Y_]/^_JKOY9 MS7<_DKVMU^^9Y[-[:P0_G=(Y64\$0L>>CB61$<@S*!*S]LU$1B1*GT^47Y7Y MZ=^^X^9[<:3I7<`I/Y3+Y0<8F[93%A&/"*MBTUXI+])MDH1"ZX.@TQ$M::V0 MK@5E:DRK\52!E81\SW0D6&/(51P(Y+C/HCF!V&"W']YF)VVEMO'_`').6]%U M0&3UF:N.:$W)<`%/<6=H!=9V8\I[(10[&Q$@!GIY2R)&CC$E!/K?R*QI1PGW M:OICGJG;)]?QR_;_`)?Q2_;_`*?V_C=]E^?\I\)\_P`_Y3_/JV/QB2YFY!RV M;1*0M_+SO%R7*F(J%NLWYRM<:I2+_*$K.KUG1WPY)5?]T1WRB1/^'?NUJ?N' M.H,5JCP7+>(53NU\K7JJJ2U-MCDG5MIK"NK#`)0G6-*E2Q.6\3([ROKWGO$S)^7GMV^1N/NJ MT:?7<[P.C[7RJY4%IEI0]#Y726.KKVU3D:Z:'_554!;8BW;`BO)IM&;$C'R- MA1N4NUZ.1DL?RC7LCFC_`)_E&R-;(S^?]T:Y/Y_W]:M'O/>6>3\0_;M\C=A< MV0T.NZ'@=%Q3E5*I[0K2^Z%U2DL,I7NJD1S9IO\`2M4?;;>W=!\/&I_AT_(?RYF_/Y/ MQOY9?P.>_'S_`!A^?XM_?#_Q=^/T\OE_Y\^JF[Q?#_+XSQ\?F_"/Y/'COXO+ M/Q_)M[Y?[O'E]N''_CQZT9/TM7>[WJGMV77,-$=(=/XY]LU?/LRLTT4DPN#U M-/1=*S]>]OW<2D%9;ZC4UU0]55J(R$0::1RJJ(B-557^/5<+]+7P.[Y5[==QT_0@S M`D>1O:]9T+.)/!%%*3A,M4T?-,Z>J_C:6X>TM,MI[(!)WNA>`4,8&QL1JR3, M;]Y;M;N`^V)YF;T\XH)))$9*N@Z^0%RRJ41%\V)(_E[ M$%=*B?6-WJ@M:4:^3[G9K&XN!D,AJ?X*_'&X_+M6EHL\=MXG^M-V^V\;[S'K MJV=.674M%XVY>Y6+#'6`'ZR.D!;I#`JZ*2:*O$)ND.F&"BFEC M$A>P=DCVQHYL/>7XJQ),R;(\V*DZ3IHIHU1 M6+!-0XTP:57HL:).B/16K]5TC?<:]U/QK]LC*XFX[J%T>_T?3X]2[G.+Y[D) M;<[2D9-E2^\81I+8JEQ>=AKY=!3-(=73&-1F]+: M8TAIZLK)V:ERVY&+I@-FX+#!5;R2L1(A2-*\TR.>(#)L,A@2F(AVZSMVQC,W MF]0Y=ITDV4H4RXZ(37XC)MVB-H@F2^N$#$;[P(A$R>W3,/1ZK*>/GZF?QBV/ MCEVKR%\B<>1Q8O']@_\`#SDO%LEH&]/ZIU6J)PU1J0S`17`9:M$,%+EM!=)= M&NJ<'FXW4XYFCDL;`6`Z#-E^K\KFZR*.G\$[*?#L+)CF+M?($`/8$@.=`@9< M5:#RX_.A',C0F0FNENCA7R.'ABMHV),0MU/<"X^Y7KZE*RJSG9A`A:"&)@566,EZCZ4S[B7O,>(7MJ:3.X#MB=*U?3M;CG[JAP',,D M+=V+LY);6-"!9W%Y?7>;R]$/8VU39BB1EVTEA,P`HF,!\$;7R>CA>YWP'0^W M)H/9>[\E0>N)SM.]6P^(*W6R1 M+8%9PY5!*`<:7.#:#!EA,=Q7]07(^0"(9EJUMK16!Q5=N,L5G9#(0EM(2&6@ M5-D$16XB-AD(B!$>4^Y./K,1,QH_^V![A3_<:P%7U"ZYQAX= M3KJW2Z+90YBFHC-!I2A::H"JZ,0:ZNI,\,&)9WOYR:BQFD-B3>'?MM\O\1NQ;SJ%G=QXF?3UVOY]5T5WL][L;W8[;:$0DK-:!Y>A@ MMK>[/(+B_=@YB@D?*QTD"(^U5YJ>>'C3X`\I3K?DGNF9>H/-EJQP-B];M4%O-%9T`#[-F2L"OR3YN,R" M>INLQ%(YM=::[O-+FKXJ)'O^)CZ2@YKKZNN>Z/\`&[]O#HK+\:JYKB'?"*K( M?;=_44>,OGEU.@X%L>?:CQN[5L%E&PE5IM%4;+`;NX''E*=F,_NJ\.A+"U9( MHY)-72Z7+T\5W^!X--:'VSH*Z?.2[7:]Q./;E+VG;*Z5=4O>Q=FA:8E(CR-K M:U6VZR"UCN33),"H8DF2(Q,QI2UQI7(6PHU,PAEEA^-0$JRD6'OM`+:Y"U&1 M3.P0)SS_`.._36_<"ZE?\2\'/+GK>2U!.*U_._'3KVMQ^K#%".+H=?38FW*R MUD,'95]K7DSCW[:Y8H3JXP21ZHTB!\2N^,W/P9[MY)^7GNB^"!?=>X]<[%H& M^5O&;:(S=;6]U+:H?,ZT34GK3TY]@VCI!!PJ4QTD5-7@0C"_F?#"[Z-A?=?_ M`%)W95Y3[5/7*(>=L%EW+:\PXN`])?I*X6ZT\6RTT<;4_ND;/D<->"SM^$;^ M`E_V7X7X=5`_3,\7?U7W2L7LIP?W=7P/E?4^LEOD:BCPVMC5"\MS:R*O_P!Y M#^AE&BHU4?\`EK5D1?K$]%M;M=4JXKMCKK4]JM7E_CR=:E98A16!A6+6M8*> M02P%NMVX5("<#S"9(2Z@NN'OO:VTOA$.="9.JVVD&F*9YW).2-8E$$2TI\FY M#[@A&"_?;2I:ORU%_P#,GV__`)?S_P#WZ^7KI'1^D8'CV%T_3.H:_/X'GV)J M";W5;#568M-GZ"H#:GYC;*Q,DC@@C^SHX(6?99BBIH`Q(IRR(()*K'D%^K2\ M=L5L3L]XZ>-?0^]YRO)<,N_U>P"XQ2W;8OR-<;FL^7E-KKYJZ5R1N&(TU5ER MY8E=(ZKA_P"&CZ/T]I#4FJF-#`8BSD81MYVA*D5DS,;P#+=IB*P,*/L*B;#" M&)(1F(F8LS+Z@PV"`#RU]-/R;RL"YL MJB7!/U;/`]CN`,_Y#>,&\X=C[$F(63H60WU?V$'/?E`C MV51;UID*NA+K[*O+&-#*B.5BJUR>C46D=1Z4:A6H,4_'39$BKL,T/0 M_AQE@JLU6OKF:X,)8L6R808R0Q!#,YQ&H,/GEL;B;RK@JF(:(BQ;%R6_&32X M%M&"VGB4A`EM.TSTJ/S+\T^MU/\` MJCOE/\_P^[QU\?>:UG!.65FIYSA[NZ(P])87IEWD:"QL2K&]%;=&QG%G5TQ4 M[H9;!14;-(Y8XH60M^&,:B?.?`7>YO=SN#KNKION'F-.8?%WK]JG(7+YT@IS MDSIXNJFO5LH%7GJJ-_D'Z_HG/`B/E$1K,R^;R>2"IE'U:Z&L)Q$;N\QB]A2_EA:>VJ"-RMZD'Y%_-*$4R MPL:EQ"1O^8X"JZ."1T;&N('1[YD=+S+I&5ZWA\_T'&&O-S^B$<0*L\:0&ASP MRR#'5MD*CY?VME6F0SA'#I)*R,B%_P"*::%TVW8P9SQ MCTE]I+06KSX?0]C9_P!0LR(@Z^LJ@JO/LLBIS"71P0!QG#G332ND_%&])?E4 MD^R++NRFO]=)[C:C[`AE&SP8LT_DLD.5MXJ]8^4*!?$M*8F5G7.!DH9,04K.)F)@]YB>,QQ^T M2R?T>E;=!]T;GM%<3UO/,!>[$:5T3K\^U@R-69^-SVNFJAYZVVMB1G?#70D M&A5J3,57QQ+&K'OXC(>ZED;"Z'"W'*[O+TT\C(Y;NDT(VJDKT>[ZN(+J'U%& M7,+"BI),M?*68D;7?A!)?]6+=+._':160G&GK2A\B'>"6A4RC,?#-^._Y1=$ ML;XHG][$6_CC'VEL#[ZD$ZBPHL\4WU\H+C)0#I5O_P#M"Y3M[_NY\?\`YZ;! MZ/7%4EW4:2FJ]#16`MK275>):U5F%*V8,^N.@82(6/*W^'PSP2,D8[^%^%^' M(UR*B1`\@?.;DW"+4C)I%8[S=")'^_S>;F$A'I72-21D.@O3'*%6EOBM2?6QD6\%)>Q@('$/1YRXAB'O,^9/&^4=AD0\Q(Q`AL<4LE?9 M!$3AF-AGC:^,D8D>&,Z6[L]O=:7YQ6G-25KV1\9N"DVKD,>]RUCS:58,E4J3 M9E0;L8-?R$M<$PQ@!(H24\SC+[)35M`QNTE"R!JC*(B)GC#0"3XQ.\P.\Q&\ MS&T;]>[^CTOOR"]P;GW&K_0X6AS%]M]UGIW@V0TJ+F\W6V"B1$LB)N#89S3_ M`*,)'E>E15%#R,>K6'L?\JG"]$]Q[G&'S.1?54).VWE_E,[H;G.5%G`'29(J M\IP[-]3=:*:$Q76`[B_JM=7@'&0L8W^I)7R2-C7E>[P=M<=8S-:YJW&J=@)` M,H(Q9="7FYJ(J))*&#>N@U+1;2HS9LH\;)!W505;:'1'(N) M24C"QD1F&-W$HE:^9CQGD,;3U*;R3R';-SR/0Y_Q[[;7>/?4)2*@VFZ?:\NH M^Q!5`-79CV%Y728317%%5V+K^H'*IHS)K&.2H>8ED/$1,,R%]6L/SR]U,+V@ MZ3SPB\JL7MNN^0_;^4\VMC1%G_+*`1,R1C?HSUYN-[=7A$XW<]\2!N3+#P#E MG0:3J>%PC=OT'YH]UG>A&]3J+MNE74KK#U$W5@9=_L+*[,K)OS?T\@.6L9&& MRY]!ZVTW=7X-J*T?H[I1-^)8Q,ES; M79P;*E$FN=K_`'S/)SJ_=O!W,\!L:C)<_M^8,S7F'&?ALU6AW*.N["\X M]"9>#%'4!G.9^33W%@+3M$>Z&]%%M9)()`XY#U81G]K_`,&I[B>^_P#`JN'M M2O(3IOE,24!K=[7_`+CN?8,:7@.@;2>$'4#P2,NLH<96P9IT:Y2D>63845)6 MV4\I;SU+[6HM#F-4*FG&(6BO*C\E6DUS6E:LOEC7S8Y.*`>"@(H&12I:N.RQ M(D08C4T2PFYD3-AP4\76%K"(!:X%:X5L`S`>328>_P!]H6?[\OLV3>X- MAJKO'`Q*L#RPY'FS*D*H(<+6A=RP4$TUG!SVRMR)(1JK6T)L]@;SB\L)&5:D MVMIF+Z<.LMQ+F@J2^V#[H?E/[2O;])R"YP.CU/-M#O`Z/LOC'LHCLIK*'=_N M@\_)H,6RUA9)BNGLA8'5FB6@/9,RQ8+(C5)(% M^S%&#DV:9$9(880"(19_1C;651J'`7?Q.96:_D%M_3VU1Q$Y,8$HALJB1*"$ ME/V&&B,R1S.6&=7C1D31/$SX>L,O)?PJY_Y%V(^J9:G8;?0"P@$:6MK8K$2\`&3ZB0:"H(D#0^8&-5 MB!L1CPCX1E06:8L.$8>",/OJ=K=PGVKO+G0!64E;>[3!B\=SSX7N83-9=DT5 M5@#-5'LE@S]W>G?=BH^.(21['-8"H!S?RL\DL%5CCR#0 MU^5[KU"DK1@O^$Y\40(FJC!&A1@L"N2*"-K6#L_EK&*GJ/X3L%1[TZ4R:LR> M/9BAR,4_A9"K88+7H0FQ\FO;JV$V:CD19``=7XMB#8,.&)("XZTUGC,%91B< MCBV9(+58;1>-P!*OU36OZR&\%/`Y@P8)Q&\<=BWG3BY7[9_/L/J0=/T#<'=$ M#I9X;$+/+GHM5X\C:_B'&;"KW.](LOJ](0]$37ENRW/AD?\`C>4;MKRI MFB%^\FL]1VV@YG[B79,AT"NK-+26&RN.P7F2T=5=5D M!=1>,?K=-%0K7V52X6<,TZ,<<@.09R.5DL7V]LXE^F[]U/K)5>R\XWC.#T!K MXGON^Q=*RE;^UCD=_P`25V4Y]-OM6XED?S(X8BG!>]RI&^:-ZN^C_H7^&[L] MVPKN26K-/XV@Q\/O4<5=";EUJMQ$+&1R&0R&3>*XY@-<$\TB3(1*B,IF.!J[ M,B@JNE-$WJQO^TV;2WOB)D?JPHX#'UB=URZQ*XF=O'[F"A][E/N:]]]S3L@_ M0NJO&S&#R*VE?Q[C6?*D+S'-J*VE'>NJ: MZDH`PZF*1/M!>SGUSW*>EUFGT5=?8+Q$R5W&WIO6E@DKY]:H3GR%\WY(06-( M-?ZVP=$P"_OA4GI^>5QZ8,]L&")J?VL M1555L/5/>;!83#1IGMO4\2E(FJK)^`Z]6DN=^9TD/B+-FV4I>46 MC.9CE@^W&4R62G-ZRL>5AL%Q4H8+6O(=I`;#`_24@8B!\"IF>$>/]*(Z^C#X MG*K M(D=(]\CGO=6"_5C]G7(>%'$N*AD)#8=J[\);GQ(]$>7D^0Y:UT!\:Q_/R^%F MMT&(D>]&_#)HX6.7Y>C76IO6?5^K%[4FQ\UN(<3"-6>NXIP1M_8BHJ_4/6]A MUAQYC')\_'Y%RF(R4R+\?*1%_'S\.^$K#L]CBR_<3"$WDT*;+66L&4R9251# M&)81%O,S-XJVY%.\S.^\EMU-^X5T<=I#)^/99/6FBF!^L1YV`!#$1&T1"(9$ M1$;?L/J)ZZ+^E7XRF\]PW9]5+B#?*X)(Y+VO%[MT:RB1_\`Q1:FR=SK M(TSW1H[^(CS:^]1CW-_N?62)&[X;(WU(K])'Q=<[XR^3_?3!4C(ZCVB@YS53 MRQHCY*#CV0CL2)1I%3[*/+I>DVXTRM7\:D5:L5?R0N1$7_J8>SOZM[INZR,- MA&94\%Y?ROD8*0O1T`]B74$]/TL:JGRB$Q6O1&A%I_S,?7MB=_,:?%R5#G47 M\0=EP3)U],8]H1._J(KX\*;1G;]N&1RKO6_N1WGUOU75B(PW:-*RC@W,V%E, M;[%NZUYQF-XB9Y5J827KU!2,%Z&9_3['OLK-]RFUUG9>TZ.ZQ_BYS3128RPB MQYP@.\Z?T**JKKN?)4UF2)8197,YZMNJ>RU&DD"*L#9+$3/YJ$)GC5X5^=AO`_%VHO<_C*7C_,=!IZ&]UESLI:K=ZK_41YD0EOHB3KI@QF:B MR]J\(TXID!5A-('^V$(B%AN^?I[N-,X[[4'C2LT#Q;GJXNQ[9=?>)(EEDZ7K M[4W.3*GV59/C$AY2*.1WPKHF,1O]B-]4"?=I[.[OON3>:'3`B9+,(CN>OQ^: MF8]9T+H.4M&Y7G%%^/E%B,$Q120]JHV%SG>*W9A[>3`V@%R"M@AOU)@\9@]"82!J*_ M+Y9U1[K38B;`P:#L-6#)Y>,`YI5*QD0F.1%,E'NYO[)WCIRC;>P_4Y+RJR8& MRX5TV_[=U_692T,NJL,W$9;J)][6S'ET=G56B01GWW^GMTV""5E!H\AX8<]X%#"Y7(3)O>LTN: MYIHYAT;\.0Y]UL]+;N7Y18WPS3*JHQ?5.']/[QEO9/==\81I85EI>6'[+MML MOX?S)!#S/(V[>N)=Z[&.2;!'FR%+"2V&(A=J_'@V[H#3/C";,5*2 MK3.`>4@:Q"2%AQ]X6!*M,$(+@$,84#,[3U?PXA[8WMO^"FD.\B^/^/&&Y+K< M'B=7&=TR2WV=Y89_(_TET^NL6.TNDO`:^4BEK)_ZE9UX`U@^O>>"PA@1Y@\^ M:3730\90PC-?^S&O]83.+ MH]G8*^1YFDMIF2D.K:FJ'#T._?/Z';Q%P-E=+^U MZGMLIS>WA:Z%S'PJ52:>S&4E7(P=)ORO1[6K&[-*\0/%+H_FWY$8;QEY"=DJ MSH/1HM<_-D;BRL:?+H_(8Z_VIHMC8U5/?FB*95YXL,%\=25$ITPS"E@&=*1$ M@['(BQ4U)KW4.0=;M4!/&)R65<^X6/I5*HW[[?*\S9`>.PF)X&,@H'`,B+C@ ME/<]Q*?A=*XFJ"4W"&XZE1!=>+;G/^+65P6`CRDELXR0S!'(243XQVNOD^U# M[+?@-X+V,7FU-RK6=7CY:>9O^J7N^F7JEYT.QSJEOK>"Y6OU0YH9-;=%P@X" MFR](0:>/`#8:4JR0JR-=2@\+*+::7S!\5:+FT-J1NK#R,XC%E$K7H/:QVX_2 M,V=$7'/`KHPY`!A";`PMBJ*$.*64YZ"0/>CVL3^E(]PV^N&LV?2O%?"U;&0) M-=Q[/?;2R_`J+&Z(*JJ^;5,D[H(HV-;`3\<_;@ MOHNQVVHLN^>2;*P^K!Z;?TL&:S6"KK<1!;@3F>'A/MTISK0-\U;9ZV[N[W2% MUDI-=73T578V=<9U'76F]&8?49,US<[@9W/01)KPIXT*S24\!A8,:^M2K23_ M`.I6NS)$E24HJC"O>DZ8S.H\CA('3-?2F,Q$AS9)*FTT`8D]C(16VRS97Z1$ MJ(AAM)K(DO:?_P!79VA/V_AKX\!E2*Z4OJ?;]&(DZ_B5@D=1SS$SO@;\(Y56 MSW7X)7JOPD)YNP5%_LAS%3:=!V< M#/X^%;*1K<6DBHJ_\0-&K\*WX5/?ZE+M#NM>ZETS,#'/,J>$\\Y9QJO3\JO' MAL(Z*7H^F9"Q55L3X[WHLX)7U1JOGKE^_P#RM^+>/Z\Z%VZVC6/Z/EAV.O,J,Q/(OPBR+/A,QF'Q/555L$D<:*C6HU&O46^FNP>G\ M;'T?J%M)K8B=C)=VR[/JZOZGSW%M+U;R"9X&&)0W'8@: MV5(AMSVZQ$BOJRIMIX_[["EY?G[*I<+6.D0'_6]O9FFC3669I9P?;?8R]IGP M=U/B=_\`&WY]P%Y[D[63/$;+1`D:2B#LM-I[D* MS+%DTDDU=099M*4$&P^WF-2J5Y-[^[ZYY)^0'3+XHNQONA]OZQK3YS/Q-*G+ MO]_?EQ12-CD<-"^*&4<-D4@!,(*A$M@,$X%26\1D1Y,DF[B<=*1]QP'Q.JO-WO MP7A$6,5XQ!ZX!G.9Z\NP/SK%CSE*[91Y*PM9)CS<0+MO]1PY0V>:>":CB&DK MB"*?^G3R:+?M9'[CC?LS^+E]TS]Z'ILEXLKJAHK5)6ECYV:#0:'F@$TQ'PQI#`Y7*S[*I;P1_2OZ">35[ZHC>GYY,S%58VH/FBABNOZU5.*JR7\^X5IH<9XN M:"E";$&FNM\MB`H1V1PLB"D.;:G#PPQHQD0Z4U"4-^.)B1LA>D36-9]43SO_ M`!']U<"KMT^I@;UK+AH_!W\BS/718#KMZCB&U:0";@2Y[K3RYVWRM8,<2I5) MQ)$,WTAI[*8`M0ZDRB*^.;=KV"1C*Q#*T03)LQO"Y(%B)PM2%\B,!DX.!F8Y M5XAY8W$CS6;)2HG$0364<ODOV5TGWEM8+*YKMQFL+@Z&6O#CK]C)0@KEAN,7S!B2?A$A!CH(997>8>PAY7E,)X>4599=-/'A05=9MK56WS(3 M$:YRO#'E*713AO?(W]]95L!#Y'TS4]._YYRGG/):=]%SK'TN3K)I6RDQU8RM M).F_Y&SV5A.^>QLR&M7ZMG/*(D8W^UCFM_CU6![EI"-3V+K.F+E=.^RZ!LRD MD^KF_(@=T<$%%&Q_PYC(*\$4>)C_`(5K(FM1NTZF/3A%4X62V.R#C"&-+C, M$Z" MVJKQ\,SG)^SILLJW`41`,MDV77NF7"PZ_CN)$ M9$)44F/OKH6O&A:.(.^QM0J45L,,36PL8,#1O&@BC8UHT+G,:B,E:WU$;A_B M5U+R#SEOI\`1D6A45\[/'0:&X.JS&ENJP[-)QT'IK&&45XYS(5GE;_`'.TUH*MA[NM\9VTQ.`Q*=/):5:597FM/=K'?U*Q2(EQZ5JU# MSGI:S2_NU9]PU+?ZY+VK0KE_1^JV$,1*T$.&I@;"9JJ@:7).@4FGAE3_``\K M]B/=20JB*L4#IE]!Q^8JU M+154$TB?+4G>P]C%^'J/,B+&K6.>\H^WNK%T;/SE2#!-B:C(H`PQHHA0AAQHF1)9VA>W.KS-K!4QYBLLQD(KR;$MHAK[&_E@FA.E%?]:NO=(@JM?ZRU-B MDY2F.48ZA2M#)T2N9VYD+]ICD[0+F5*$!(,F5A-HF^.6@EBD>F\?6RUS)Y" MVD7+\TRI9^U\[!M8L]'H]'H]'1U4?_5N]I=GO&?Q@X$&4C">I]IO^C6L$ M4B))+1<@R$EB+)"U45E^GV]F&3RUUM1YD^ M3&8>[QCP%^LO-,5=B2L%[]NZ$MR.L"H)&Q_O^38:W&:VTD8]P.WUH3LJ[]S1 M4^H',<5[@OM_:WW:O=]QO/=2R_S?A_X7<3PD';-5"TT%=9O.GW=GTDWD6"LD M_"QNIT^.;@UUUU7SO(PF4>-:3-9<7.5A+L\X?#Y'FF.S'/\`!9VIR6*QE%5Y MG*YFB#BKZ:AH*42("JJ:P*%$C&"!$AB@AC;\K]6J^1SY7R2/O)FN_P"4>V^' MTE@G<,YF$6,EFKJ9V+'5K-Z/1Z/1Z.CKXN^?JOPJ(JI\(J_P"/LO\`#?\`W5/63W[RG<1.\^Y_YF[I MMZ#8559V2UYE1DM/&4=*#C=?6\L%_;(Z1GP.\G)V!:+$]I"I9%7[/=ZUAO_ M`/?_`*_QZ\5*\;O'LX@HLWAG'"RC9R"C"2N78,B?+/.3-+) M,1-*]\DTLCY)7.>]SEL;MKKBKH+*WLJ_%,RC;5#X"17:"KX`.PE[CDB0_G)S M74,1$#M$%,S.^W40UEIANJJ%:@%T::TVHLLF52V6$*S6N(B#"!X^0YF9W_>/ M7^>EW>Q5QMG#/:E\2*@%Y$<R985CPH4A4Z.QSO@[X*W%@R>N%S7B?X MME.%EG6(4%P7%>5.A!C7\CF1M_>3YZ")C'/^TDQ#6(JO>BKED>!7+IO*'SL\ M6.4V9$5K-U;R'YTFP_%/`63/3?ZJ'V?0C'Q-?*]Z,S]5HBR7.8YK8VR/D_M1 MR^M>&YI:?155A17]56W=);"3`6E1;@"6=79!$L5A`9]>="0&8+.Q59,.3!+# M*U5;(QR*J>O.J#@W$LK<`Z',\?Y;GKZKE?/6W5%SO&T]O7S202C22A6=;2"G M"22#SS0/>.1&Y\,TL3E6.1[7)-#]Q@T=C]4*G&-O934*^`9"+8)&J8)MBIA* MFNPFR-BV;SXL7RXB/J?M';4NC_YAM80YMC6I8UUH)L+1WE^%C^VUY[B-Y[9ODF7Y"T/,LWUV.XYMI. M97.4N]'+EI%IM';YF]=:46G%I]"M79BG9<]]I/92>//*'F364A*F2'R3.RJN>5(6JDOE=\N=,JO=\JJ M^G/1/6@]>-&+&29,$%^.%(79\_-=]Y*>V_Y=9[;!T-ER;R/\=MN3(9C]U32_<,]H MAM+?YS14RD"27.3U.?LK*IG-J3XQ+N@M&VV^DHZ;-5(%#GJFLH MJ2K@:+6U%-7AU577C,558.#75\`P8D#%5?K"/!%&WY54:BJOSXAV_P`3/&+R M5'%'\@/'_CO94`8V*NGZ3SO+:X^LB9*DR15EI<5A-I70ND1'20!&P0R?\KXW M-54771?=&EI5NHL:W3PVM*9^W9L#AXM>1N/58&437AUA9#=2=*%5G"^%DSQ` MR&#,F)YU)H>QG0Q%Q>6*OG<4E*_R$IXA9-4BR&R"B@D&+X-RY"3@9,@X^X** M+G5/U7GG5K\M-G.:\>\>N.WUH$H";.,?9=$OP#YT;'&?F*C5VP.:A-8]5_:# M7E-KA_R.8V40M6HU]@/].KN//_<>.79KSSAH^O&5FKZC!T7B_3NVF%1[3;T^ MSI_IM:L'.7WMX,\-O(]1 MR+Q%\<^>Z>`B`H729CC^(`T`,XZM=#+773J>:RK7L6-E[#]/)YOM\OO!BDQ# M\!18`SQ$$YMXWOCIM*Z\78!Y3E^:+!W9-8ZFJURRZ%'D1+2_GNFH8!8E1VTS M)6CCMUZ[XL>,_D!8U-OW3Q\XIV2UH1)@*.SZCR_%;RQIP")?W!`-8?IJ6R+! M#GG_`./*(/,P=\W_`!5C_(JN7L_)^'<7X/1%YCB/)>:\@SAYRV9U%S'#9G"5 M!UDZ-(5L#:_,5E8,6[=X%]'\"_,/K&)TV:M!>3;W: M:[;<)W4@I29O9<^U-R;="5`-W)]Q9-5BFVBY?54DA27(A0`]P\9:JZJC2FA< MJ_51^;/,>*Y'FMIQG@?0-?C,Y5Y@7JNMFWU>7>!4H8];7V>KR5!=5M4=?O"& MC2T/J[JA`LBT4QM4`KY(7:`'1^6\T[#ER\3UGGV)Z;C3Y(Y3QSATFW"@<8J!1/.-U-05@5KFRH2>EC`AD!$0"UM7^G^:QF3O6],ZA M'&5<@.')H)8X;_&&KH*_/FK3F['H9M!?6 MY.BM'@!_:)Z7NL[:)LO(.?M*CB=\:7:V(TD\3$)$WZQ#`@!Q0"!CQM_M9 M`-#%$U$1$8GK\-MD\O?$1E7>.!'OD2&.8T6>1D22/>] M(VN1B/>]WU^SE5?-G?>C/=[!Y7"8.MC-#U\A5QF/6-2J=Q2Z6/OIN%YEK;1% MMFR"HK,:L4#"N/);#@S9+:VG;:,$_$NS-F]9M/\`.^_<#F7(V*8U:UP<$*BE M<[";3F),_<#,"*@_:ER<9%KU[?N_&]`PLWB@9F*R1%D+E,T-Q&V1JN1JI&/1 M+*WY3Y1T:_S\)ZKIX)Y?SS0U5<'7133?1L?Y98@H((Y) M?QL8S\CVN?\`1K6_;ZM1$Y;U%^VNBQ[?:-Q6EHMA?90FXRQ>!$UAM/N7;%LV M>&6ND(`7"D8EISQ4,[_XAZQ5",9013YPR5>229`R',F,-DSQDBF-N4#'N?41 M_P#77\5/G_V7_P!47Y3_`-T]5H/,KA^@XYV;7S&5I+<5MK^WTN/OEA5M2:-? M$RVA]&A3?^!%:TAA904X$KXBI0XQ;&&%PQ*/;9@]<3=4-)I*^>HT5/5WU42B M(367->)9UY"(ORB3!G0SCR_"_P`M5\:JU?Y147TR=W.UU/NG@*V,9?G%Y+&V MRNXO(>#Y*EFQ'7F*PIEDI:H_(EO M'G$3,<2$QW'<3C;?:8F)@9C>(D90M@_L>*'=?*?MWD12[2UAN] M)SI@MM1:<2J&;0+G3B(+("[8-$UTQ`-0?&;%9_A;)((-9-/=&@@YL MD2Z_&WRRWGC=_J$7,U='J,]II1C#Z2ZF,@A@M@X?VL-I76-:YTPT\@GT%,@? M"0.7#",OU@F@25]FI41R*BI\HO\`"HO_`%1?X5/_`%3^%_[?QZ\7OO''@FGL M);:^X]SBSLB/LI!Q&1ID)(>][GOD(DB%B6>5[G*KYI?O*Y5_N>O\?&NNNQV; MR>NI[AZ"U8.E\_8%?S!L5S:J7A4"@=A#5PV.%BF`+LU+%1ZF,@W>2)/QQC(Z M>L.R/Y3&W8IV2B/)R"2&2A<*Y#,;QL01$&L@*"GW23MOYM^4/?R1\-AH M'9F:QF:R*AY-7VQ.FLG?E:Z!A=U(0;;PBQO1/W'[)*0*:-)&V,CA5>Q&=^46 M_P!-F?"K476V%BS&\TV$S^4N:I3`YV":;8NKJ.\"@*#F>)+^.(JUGC_;RRQI M&Q6HZ1K'*LLINQ?V-S65]L'^6.9!+,(4\9)HOG\VKW-7 MX3^YB(U4=\>K):)\(B?[)\>NO5.2RU$2\RDSE#4%R0N'D)JZ:LKB'P.>R1T+ MYPQ8)71.?'&]T;GJQ7L8Y6JYK53L/IZ[0]M?]+M,V<$>15EK-S+6,I8NJJ%3 M$O+6J55(A)/LE`I74B=Y;,23#F(C?I1A,3^'J'6EL.(W$XF0$KB>0`$#QDBG 9ZP'[[^]Y]1T>CT>CU:O3QT>CT>CT='7_V3\_ ` end GRAPHIC 45 g603735.jpg G603735.JPG begin 644 g603735.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`_1$E32S$P-3I;,3%:0D@Q+C$Q6D)( M-S'Q)S0U-SA"0U)55E=8DY27TM0F*#,V15-4 M975V>)6SMM-$1V)S=)+51F-DXVV`?Y@60/=_-6)W#;?Z^@;=1T&&_Z:'.W7]%:\;;C M_NT<>0?!';T].H;;ZY_309V_NKWG81Z_+1^OQ!/D'T_1UUCV(=?G7W\PR"_30YV_NK7C?I_-HWY12^_KH'% M!G;^ZO>-Q'D'RT<=QY;_`-2VZ[;?7R#<=8^;;;;[B'+KL'(!Z<_IY=.@B.N? M7EUWWV#<0$=PVZAM].X>F@R"_309VW$!RM>/^NS;^@_(40YAY@'T=`UCW]G,>HB.WU![OCR#RZ@#F/+I[^F_+ERZ@ M/F/+?TY#H,A/TT.=N6V5KQS';^;)O_"ZCZ>NX>6N!XH,[!R'*]Y_ZZ4]>>WZ MSY;>[ERY8_'EN(#TW#ETT&0?Z M:#.N_+*UY'T_;H_D`[\O"V'X]!'?;0>*'.WEE:\CT_W9/Y__`+(>?W\M8]^O MY-QVZ>\0]_F._3;3GR`.7/D'O$`Y\^?P'ZM!D)^F@SMYY7O'GS^6E!#Z/UKR M\]@'NZY_309V_NK7GW;S)^NPCL/ZSZ;#^;<-8]\AYB.P!M\1#GT_)U'U$=`V M`-]^?EN/3?SV#X!RY^H\MM!D(/%!G7GME:\\NO[=']=NH(\O<',?<&N/TT.= MO[JUY]W[7EOH,@_P!-#G;E_)6O'3?^;9__``MQ]X(E93VE@Z+*.21P"LB9(`.*`N/'3W$-E"$,'3GC?MUV\NH[_DWV]WO M^O;5+7(?VG1';_=^L\N6W\W6.W3KR_/O[PVK*)/JVBGUVP+D`BTK%M7BI0VV M!14@&-MMRVWU5FK8X8_G6T?_`)OL?/?^I!JYV@::::!IIIH&FFF@::::!III MH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FF MF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@:: M::!IIIH&FFF@:B<[2'?Y=QMM_8"R#MU'^:L3MRZ^NI8]1.=I#_-W&VW7Y`LF MWI_-6(^_301:A^Z$1WZCS#EL._WY<^NN-A#F.X<]M]P\]_/?UWW#ZQU=N*A( M0G#=Q/9"<1#1]:\>Q.-UZA(NU7W)3MHD&K9P_7KS&&:L5I! M9XPCV_MDK*IH&A(]-PS0,]<2#Q!D8,;-AY!L/J(`/OV^`?'RZ>0[O+J/+?<- MN0]1#?U'EY\MOASO;'XUI@8%R1F"S9,@ZH_H&0H^@O(F33FG4>UD#6$E;>1C MXL!6IZ5?V26EDW494V4/WH]W(E;$EW<>W5472]=8PNXL)L=0KN[T^KY%S#49 MF\8IQ9/_`"^6X7*LP;8'+B06581#N"JI7YA]D@4[+)L33;\IF;0/&(H!`LL/ MKT$-O0.O0>6VX\]^@;`'/?7/+D`AL/01W]-]_/GMR^.VP;;:NK7L8-I7%*.; M+!DC'./,:C;G5-D+%>YM>'3CI1!BB[03!`&RJLL]E7:R41%0L/[;+N9(5O$: MH,6KIXE]%%Q(:\,\6(?CW2ZI=MN&\;6G\8&EPN]=KR)5GDJN1C#O(JH MM7O?20A#6A^Q^5W:I&K8/&[Q2A:'H(;AN'0>7+KN(=>>P[]>6@#MTY@'/F'G MY>?+G[^?OZ:NY2L)W?)-+&X40C*RN6MWB:3.5!@F^_&NN.YMW\GQTQ,-56H, M4JZ+X?97TFB]5+&*)/3/DTDXY^HATU>H,;8&&6;!9M\@F2(%X60BO;@MYS#<=MO>'OZ M>NXFP;\MA'81#?/*B]JF M39,JU7J-=/&:9XU2/?-$RNG"!4E:3N>/( MJG/\=+K94QG(TG*=+?9$JV2F3^:3IH5",41))RSPYHE27]F9G=L$T1:1KQ9^ M>09)((EJ9E>U/*169^,C;;754K1'&W?QTK7[C`PLZS!%N1P]3<"S M-[0S:JKD2*51J*]=VKAXD*BZR_!/\DXQ>W;"E0-D2VX_BYMV]MB>/DT45SV] M1F5F5*(CU4U%5(YE-JLI*02;'=>R-FCN.@![^O+IRVWW`/,!O7%89(X3Q,SG\DX^IEMSLNL;$E'L*UD4L-NB M6[IDT5GQ-"04JQKT0NO(L4HI[8%V#666WT#O2MRV^1D?/]OZS[O]W6/+][RZ;^FKL9`I MK_'=TFJ1+/HJ2D(5&&?>W0K@[N+D8JQQ2$W`RT>NJBW5492D0<1$+/(2/LI_%2:KN)* M/.1`ZY`%$RP%04\5-,YS(F#N*]P_S=!@(O>V45P^Y^Q@6&GY2R9>0QU%UU2, M;,3Q4:-:N#>>E'UB>O9)D=@P(Q2.5$[-M(KK..ZF#8H&[VKCL!,1!3+0^3BHD74]*'G#2YVE-3^6@7DVHI$2*HI)#"HB[*F&Q@)XA<= ME#B<1W$=]QV``Y=>@<_IY@([_;ZC&`I=QV*'01$0#J.X>GIM]GIH+H5W)-.7 MP=F?']YALH1(Y`SC^C753TJ!KECL#-:-RG+WN)KUAB7]HB&+3Y28#%M)!VQF M'A(Y9V\$%%/8DSN+IS'$R2?I>)&\C?N*S#]CH-+:4V5B@DM&N-UUX-43JKI$5(8;B/NWWT'?/KC%N,`X;Q"TK=M0F:KQ` M6C+\A)6!2$D&T57Y&CV6N,DI:>;R7BN[P]D9E%V_1B8Q6/1,X>BA)`BD0JF0 MDSQ+1TA1\51+C(O%-BVPXXKBU->_I?8*@V.#NL,W)V/EIM1S.SCU MHPB:S5ZW!(N9NSV20+C4CJG5=-44RJKN"I%Z:I^NH7;"\9BC*6!)"FYO2F5(B46;629M5W0"LHDD'LY%/UU1-,?G'(!O:K2+F@N1J MO3[2@Z5FR5I)JK7)A)PK8U6?RBG7DFZC(BRLZ>/,5^2(3(:1%D8'7LW@&*<0 M]3S(U6;XGXF:%`57*,LVRQ4*;2*0O;J]5HJ4=.F,XWG)V7M4.VMLLSKM;;J' M79L?VQF)1V1$%UH]'QBI!=V+SO040M- MJF*_*5UY4X][,B2PC`J1!WSA*61BFY72;4$!<*@3NT93\>#)S:#.[)W>H0KF M.M+MM)Q6-+;=9:0?54A4W\9$U>#8GEI95L_,5A+JLDE4X%8Q1E1;`!N[1-3J M]NO#`\A6:5;9GV=BWD)1K%5Z4F'$&DX2\4"3'R2U>)L54@`Q%`5.4@'34`HF M*01T%R+3GN%N5%PC7IJ9XD,@7#&&?E;XM>,JU;&T6O::[,1BT=-OGL=3[*5A M0(J"2E7Q*E4V;&0=O"QC=L8L>UDP-'^,OG.`?6OCOO#6FWDC7B2HUXI5!AQB MX!*?&2L-%H]2C96S-PL7L,;$$=UQ\JN["3?OD8SV90K`ZA_926V85J;F6[ES M%0$O*-6;EBS=N8R)?OT&KR47!I&LW*S5LLF@[D76S9@V5,19XY'P&Q%5?F!U M;Z'6CGCR/?-'<;(QSI=C(,'2"K5VQ?-5!2QVTN=:<4IG@T])K=LCG3BX7:TR< MH-@@QJZD%(R+^`8PZLA/KMB1;0I6CYO)M+$5KB-KC=#BG@V%KR5#U+)_$?D3 M)6/LK8(2JTW:FPL+^^1;NXQA9UF\5.5>V1L>*9'C%X1V+)45X]0I7:#UOBI+ M5F,F4U$)9BG*-E4Q2<-'#E\5FY1Y@*+U@B[28/D1*)BF0>MG"1RF$AR"0P@/ MW()-VB*#5NW29-FR*;=NU0130;MT$2@1)!NBB4B*2*1"E3223(1,A2E(4H%# M;0=O+S:5HNEALJ<]FBWB_C:S'GN&=OQ;8W&8/$(R9`9M8"M/Y-G$0$.F[(C' MF=O#2,@NZ>JKI)I(H">EKD'[3([!MO/UD0`?^7673\@?1KN-MORAM\1W\N?Q M`?@(ZH+)TLK#5$\@0A53-;!5#>$8PE[Y36*.(D8VW+D&^VLE-`TTTT#3330----`TTTT#3330----`TTTT#3330- M---`TTTT#3330----`TTTT#3330----`TTTT#3330----`TTTT#3330----` MTTTT#3330----`TTTT#33306/R[Q*X$P$B9WFO+5'Q9'D:LWBLK>IMO7(=NW MD'IXU@HYF9+P8ML+Z0(9DT3C+TC/>.+K$ MN3F3;RM/G`M$:NJ4=C)(OX)%^T55*/[I,BQCAYE#6NK^%/520N_";D&L1L:[ MF'#Z'PFL$-'K)`R":9EA%X@#4Q2"1=9N0WC$T).&# M.?%IP;W!G)8@MB3-3&,3-3G,#?M.ZBUS!C?(M`0O[^+%K7,XXY/#V-C82)(B1"OY(BT7"#6VQI``&JL M=/@QM40D*B3)ZW(0&AHMQ.DWMZ\DGB'&)PQNDP5:YHI+E$P`)5F[YRNB8!`! M`2JI-#IF`0$!`0,("`@(EI@',14>.B;!ZCWF8;![]:OC_# MN6>#ZVQN..(F$^0HR:>C'U"WUYH\GL>WLB1@2;C5IILT4,RECH%(N>LRK6/G M&2!BF.Q4:@#HTY7#C@CA(NN/J_+66K5.8M#QH)W:-ALKY?VP$C]PK]*&>O6! M&!G`&`5HXS[]-9P]?W4J[_[DK_\`#=0=YZBX2IYER/6Z>RCX M6KPME<,8.)AB)MXIBQ3:M#@V9(H#X*:(*G5,!4_F^(8YOW0CJTGMCKE^O*;? M_6-R`/,1]!ZAUWYAS'0;#WZ:SAZ_NI5[_P!R5_\`ANGZ:WAZ_NI5[_!RW_PW M6O![:ZW_`-F4#XF$-_38-^7O'G^0-!>NAZ+*>G[HP<^>^P;[CMR]X==O0-B# M]-9P]?W4J[_[DK\?[&_?IUUP/%;P]``B.4J\```B/ZW+<@`-Q_W-\@#IU\NN MM>#VYSY+*=.?SQY>0>8_FW]VO(CUR*B8"JIL90@"'>-T$P`/IN&P[^?+KH-H MV&G(BPL4).$D6DFQD3_9Y9<3@ ML)V"5MTJY?KDLY,7\PMW&Z!E`CXQ`3`QCD3COW4B#S5<&)L"[U4/&7$-@\)$"(D"X MV10;^7=Y;?0'K]/W$3(D&Q` MVV\]@`=]_/J`^[X;^6O/IR#?GZ==_B`!N&V_3EO]`B'@0A2AL4H!Z;!O\=O/ M?8/JWUYAMMY[_`!#<.GV"'P$=QUR.X<]N0[]=A'GUW]!Y>FP=!\]^/(.?3GZ M"&_7;GS#KOT$/KT&3E>BXC,/#8;#+&Q56"R'2<\UW-%?A;;,QU<:7QBWBG$( MO"PLO+.&T=^,$>H]5>M6KE4@^,UCS?K:"RCQKUN/\2DB/`0CA4?*MM\;G3- MH_0.U>M&KUJJ'ZXV>-D';=0.H=]NN15,^PCR$Y1[H[[#N.P=1'56K0X.BQ-8 MKD6#P@I/0CX.+:"\2$1$478H-$S.DA'\4\G$72DJ<2D/Q`6>DLK1#29*[%VVW/)4\@$W-S2D(^?56)&3803M1JN MFX-'I^UH_<_O[J\=H9(RDWD>0L-"Q]Q$5AO2(W\:$/T-JDU9XNK*RYS.EV*[Y-LS1:M\)VM7K#0[([.M5UF>-466CCM8.*; MGCUG/>]H58F1:$,U5<=\WCJ-Q3.MWS^(8>\81[!M%QK5HJQ:1D'3(:]HXJ\@Y$O^3'U@C( MN2XI8:J2ECMZ`4JJ5#\9Y2)B(>F-2N&M5@X->.K\$4BT:F5:76;$D'SY^[54 M;=3?TR:W#\=S)C$F4K-QGXU"+?!E:OHL5 M&L6$1(K!#1OBJN'*#X[44VF(8Q,2:/"(&*C#1()`C\E#'LS18)%'O%2^3S(" MR!(I]C%3!'PP$`,``8-Q];^#A)5J1E*0T/)LT0*5!I(Q;!\U1*!0*!44'3=5 M)$I2@!0!,A"]TH%`.Z```92I9;L<)@?CAL+"XU?&N1+=G/&K2&0QA?H:PJUA M2RY$9H6F`Q_<$V3)"9F(B-EY=-Q8*W%$7AG+YTK&':/&";Q+&5%J5J=Z/M,@ M\_H`CY[`([]/AT\]!\ MIFX@.Z8\MA^8;8Q?7D/,2]=^O+S#GJTF:3%+0'A3!W##/5$NP[;F$UDCM@(( MCL81'H4/G>[RU>3SY]/HZ=.73?XAJWF4H)A9J-W3=V@DY:KHN6SA,%4'#=4JR*R1NATU"" M8ARB&_/?D(&*8"B4P`$KS1XU?MD7C)PBZ:KD*HBN@H55)0AP`Q3%.01*("`@ M/(=?3J.?'>4YO';LB1!4DZRLJ`OH<3"HJW*(_/8&CL%&$E*C(6!RHRCT8R'3(K*R+M\*1FC)C'(G*L\=/% MD$&Z(&65.5,AS%LO3^/;@RR&BNXQ[Q+8@OS=HH1)TO1[@PMZ+510.\FFY5KP MR1&YU"B!DRK&()P$!*`@.H\.V^8.9?AYO<,T2.Y<3'#OQ"1B+4BIT3.57].6 M:IMRJIHN3I&7,J"15"-US$$X&*BJ(`F;\M'#\UQ$\+-SA+;C"5MV,)])]ND\ M=/"P$6FV2C6S](SN_P`5XU.F6;MT!F/L%G8(H>*NT*Y:`198[>Q%XWVQKWY> MT]:C*3,Q51=S$3FJB=],]IKI-U$_M'-N(3$3PA5&=L%XF8-RJ-*_:G)#`(;@ M)3H01RFW`>6PCOJBYOC.X6JS,JURRYPH=;L:"#=TM7K!)JPD\DU=D\1HZ5AI M1JUDB-71/GMG!FP(N"@(HG.`#K15[/S\)Z7H4DRQCQO4ET0C59M&CD_'2;)* M1:J&1;K$,A#NCG*D&T.[A>`3M=,81DO" M9$I=W<12(J5S)E+>-XS+>-7JY>^#9^A((-['$,U%3%/(5BVQBE?DA`!*B"W= M>$A$Q.822,^,SA;D4P6CLX4*01$-P682BKU$0W$-P5:ME4Q`!`0$0,.Q@$!Y M@(:^@_&!PSI_[)F6FD]YW;LHH%H5RM1)I85`*?Q2N*\^?J*!%3+I4P-PEEX/,7<+F3*< M,I?H6$EI91X4L>M8;!*12,@@N05BMU:^NK$IHJM`((%I$.9(ZK15^Y2*J4"B9(RB+`Y"J%`Q1,F)@.`&*(@`&` M1^G]-9P]?W4J[_[DK_\`#=1&<8M-H>-\K,*[B^#@JQ6CTB!DU&%9(DDP5DW; M^<2FM=\7SKD'C*!\3F_*&P_EUS[:Z#? M=93H(!N8P>GJ(>73XART&T'6;97+E%-)NL3#&:BWS=)TV=LE1.11!8!%)02' M*19/O@`_-533.&VPE`=5#J(?LO[#,RQ\JLI"0<.FL999)JQ154,(#++-)E\@1J>_ORO6;EM`Q[=599O5W"R%F>4]4E?;+Q[5@N6X56LVIM&11I))0S M-4L[7#K^RB+8DF0S5070'\0HK`8YTQ#$:X<$^'\J8FKD%.UTE>DJY-V7PG<$ M@E&R3`B5DLJ0,W"A2F4.BU$R?<1SS+J.J,M+S;Z8:25?LX*NE6(,WX-HE!FK(%=L6AUCG.W*F4-_5 MQI5WBB6PUAF;QICO/4?*%RM9IF,L=%QCDID"L;*,[09!Y%GC88R3B,DF[Y%5 MHFV=.FJ[9<#-C*-U"CK$Y6RYI?XHRI6>*MK<*0V59XRD:VSS30WC&2334M,Z MS?*H(V:(KDM)L5Y2*(W1E'BKE%@\*_(U=E5%5(C.W2?/?\,S],;5,\JB;\YX MVG9M&\"G:RP.68YMB_M)*%-Y`Q3=)FPXY?S>/;<]N6.)5[%2+N#<2,G3A4.* MD2\7:BM&R]3D4GK7<5HY%$R9C)S*X4X;^!,)S\:>&W+V9LA5F10D9)C`,;7( MNXR#8-B(JJQY#1R359Z8$![I"RQ23#9FV,0_BK'5(X=\G1WL MD@QQI:+%%Q\]4)]Q&5EL2TS\LN_8J5=0[Y"5(68<"=1=T\59,7)U%4RF3:-R MDV(NQMK;Z5D64O63^$WDF2+JLH M/&OM*"9&;]AXJ"0E M(G,\=6(1],+1?+ MR]!'W;>@@/GOMYB&_33W[;;@(!Z=-A'WB//X"//0.H]!_(([ARY==O0.7T=7 MERZ[=-MP#I]0B/IOU\M!SL'7RZ=0WYAOT`.O7S]-^0:$,!3I;CU52``W]3@& M_F("`[#O]7EKQ,(%#?W;B']<._3EO^0/AT#7I3'O+)"(C_LJ0>[]V7IR$=O? MYCZZ"YO`7(.Y&IVA=VL*QR6JS()][?N(MT9M^1-)$F^R:90+N)2A\XXF.?O& M$3:NQGSB33QT_;8WQS%)7O-%#V:7(^3"GM.3+$L:;DY2:$S MZ06D7P`NY>/7+D3*K.553B90Y^9A`"E[B12$`+4<'_9[OG_>W#(5@ M,C(K!,@10R1B_.0;(-NZ#>/8,R`5%G',T4&;-$@)((E$#&-6_:)1[**D<7L( M]LBS9MJY8DT4$"%333(25B=BE*4`#;F(_$1U+<4I2%`A"E*4H`!2E`"E*`<@ M``#8```Z``;!J*OM)(V03&BV4S)Q\@Q4//-I&6!(QV;)PYD8U5NBN.4ZR M:*IR`!#;E3,.X;!N$4XB7<=PZCUY#RW'F'IS^S7'3Z-Q\P]`]P\A^'/?KSVI M,;W3MQWL#(!W$!^8\VZ[[?RIU^G?Z-?^J%EZ\OALUY_0/D'NT%6ASY=?/F M(@'+D(C[@Z`/+\V@\N7GSWW``^X^H^?+KR$:2_'VG>5A9;B',?#>C[QVV:XB&N?Q\IH[A^,#'Z.P>N@JO;X;#N`=>7/\WO\A]> MG/S=_+J/+?D'Q';<0]/CSV\Z2"^4X!_VPL>@A_L;S8>7F/LNW7GL/N]VGX^T MWJ%@8<_5-YZ>GLNP!]&^_(1'IH*M'W#TY>?O]P`'PYCS'?7`=0_/OMR]>73; MR]WIRU2?X^T[RL++SYBD]'UZB+0-]^?EN/OV#7'X^4T`_P!L++?U`CS\@-/S M^F@J[EY>?[D!W\]PZ;"`_7Y!N/73Z_/SY;["`[;;^[Z_0>5)?C[31V'\8&0[ M]?F/=QZ?_1.7T>HAY#L_'VFAN(V%B(]>:;WD(>[V4!^CW8!RZ#MOTW\QVY"'/Z^=)?C[3M@_U0LO/^IO>FW,!`&ON MW]X^HZ%OE.\K"RW_`/J/>FX?_10YCR#KO]@Z"K1'?GN&_,=QZ[>0;=-QVY\O M0-^>VJ5N?\QD1$0_F_60].DZQZAL'4>G+W;]=>L;Y3>?^J%CU_WM[]/1IS_) M\-]=/.62!GFK.+AI-&1D%YVNF1:-DW9EE2HS3194Q"G;D*()I$,,LV[&+7OI MK',ZFZ6!BIM7AQ^,*20Y3$, M6`8@)3`(&`?##D(#Z:N7H(DFSI-T0QT^^0R:AT'""Z8H.FCE+8%6CQLIL=NY M0'DHD<.0B!B&.0Q#FK&EWB=QY,_+4*)G+19%DC M.J+;%%W[PBQF$O$H3[Q M52KM&WM3N"N+.H3#6/<*`8JK=PR5,>23,D47O4R<,5_AK?@_B+N.)4*]4KQ-2%A3DY!L:$5@(]B^AG+M M5B]3,O%E,,A\JIIJ-RKH$`QTE1$VV8N2^'OC&XL\-<6:W#)AZ^9?FD(S<+8H=>3(ZE*PX("A"+@JML)YVL=8%[,F_6 MME?.%K)65H)O)R;'?#58FY6(B:M)O%E5#M1BSD^789LF_*L'R')N5XX':YR, MG1&8MVY-)W@YPMC#*F)YZ+CEXFQL*ID2"R(LYHTJXJ"L7*P-:68INI5LU=22 M<@[/$/78+PK)9L@]35(58A3"N)MA[A:JRUISFZM:[9_7EJ1FR%AZE/5R7D:G M(R,"SR7BCPG:YV)449A%^RMSIA(L2E%L[8.RHJKJJ-EBG>>?/FB/+J_C'+1, M'GF$JT!;(:.J73W^7/W0;;:SDX]XT"Y]C6+-NBF=U2*N@BDB4 MB27M#F;L+5$@="E`3BD03FVV('?./+?6(%SJU5%U',[!',G MR,BG'NI.%CK"Q0,\;"+=0ZT/+1[S9(ZGAE_;EZ>?3EY?2`^ M>W/?SX$/L\A\@]_IS^`COORWUY=T>@`;GY;;C[O0>G/;ITZ^0"F#;YHCSY== MMQ`?KY!N`AMMUWT'`=0]^P>OP]>0G0>H>[;F.@\M] M^8@/+?R`>?GL(C[A#8.?+GH/(1#H'P^KD.WEY[B//U$=!(YV5W\O9DV_MMEO M_P`93'W?#I]&VIDM0V]E<.[[,G_.V7\MO_*DQ^_U:F2T#3330----`TTTT#3 M330----`TTTT#3330----`TTTT#3330----`TTTT#3330----`TTTT#337K6 M61;I*+N%4T$$2&45664(DDF0H;F.HH<2D(0H*U@"<@7O%\1LH*$2B<`$-SOQ(8SGNFVW(R25*;82BX3$0'6-UER]=[.8Y M7$NI%,C#RCX0RDVVP9O6"^5&K@8)J=8-5R@( M^QD5]I?&Y;@!638%G.YNA1,F4H_UVK03'$9`MQ$D'"24J?;YJSQ1&*;;[]>Z M(.W8@'H+=/??RUAOXG,QS#S,(BO%TFC-`A0W,=9VY.FW3('43**E*4-Q$0V#8(Z^UTMDYDN MB6!R:I5R9?HU^J-8^"DYFG0L&86ML.]1D)B6R5,PU6*VC5E#.W:;F09O'3=$ M4(9-22,B0^G#>^+>?Q/DYA5+I6.%YG'PD2I%/;!`9#Q/D&.;L9-L\>^,E&5) M6R-K!*MWZHL3HG?I/&B"Y%5`1%(C=/8U[<&=QUDKA!R@R:3-;NL,VE\3,)1. M*D6DRP3DVF1H=Z1HX<,556OM"0J-UA3!8P%`Y!,/SMM:?L'5\?0P)?)U.KS1 M5(P'3,E%,BJ%.&VPE."'?`0VV$W?[P`&_75BM[GMCEOGKM+,_5>)B(ZY^*_, M7T;,?91<5V:(+,\W`T_LP.(&XXG\7*N058>@2\"WQS%O9 MPK.BOZX5N5O7'=<91#N#9-D&T8=NW33)J%CLN+-E/C,0XF\B<4>+P[0!+"F) M8LD[D_C_`.,JXX^XF>^#+%>6F&#WM48MN)?'&1N&O)1;'6D+""F,;<.$G&G%K"T"#PSD7'&:JE2XC*&(^( M/'M8RGBFX*4>0E9:FOYFJ665BF"$O7Y&1<_-X M\V6\1.F(G[=&ZK@;@0X3,:<>?"IPK4"NMH7A]X@>%NN<5GZ&=-R791;&X9X^S(I)LK':<9M9NL(3-:?.FP_C%'.R@)V\0[1C&V:G9ZW+`V0H;` MV:<-XVN^/0B^,.?X=');I M$@&S]>N!,32117;Z[>%^T`X^;L\X9N).[2>#JEQ!X=K"^#Z%9H;!]28Q\SCN MXH23.+C[;$5:5AJ_+,*Q"2RB-.B:U$T^"K?RM(+,HT'CU5/4GW83XWXH)W)U MMQ?-$0BN'#`7%98\Q+O3TF4B7U\LHX&2IE=LD/;)29DT4HIS:YV7BOQ>@VB# M8S>#D'9WRCUNN9R(S$3SA-D\NE7F>*+C.J$-C-M".*AA[)<>_P`@K7>=>3EK ML#S&]0L=A]JI#EHO7(NNIHV6&80CJ/?M907,7(.7;=5G)-TFV-N,0Q5+4NJ0\#`1T4UQ54$5$/Q\L23J4:R5E=RQS1 M<,DW"-.F9>7CO!^[B8S3FJ$S=F6M5^\U6`BUVUDQY(JLL3U`;!8XJ8BF#`CJ MX6U\\BYC7<4H^*T(L_9)NU8QRX.JH+,@**%.5<2%-B M.!P%DO++VKNL-FKAU:61R1;F1L$[:9AN#-TX8Q41%.V0/%$<%)*PWF;J"U(E[2S<04 MKDN/RO:$6-/@H09BRPRBJD,UC$8D4&%3KL7XI46T)#L3I^S(HH^T%#Q5%>^/ ME/*2>1K?DUO;(Y*\6VFL*$21_%&-5C8*IQM>=U=DQ:PIWH(OWQ8E\[\23?.> M\HY5(N+0J:)4!"AX62-+PL-+*$*F:4AXR1.D41[J1WS!N[4(7EOW2G6,4!'^ ME`O4=??XOAK-P#8QC+H"4N_(`!4@B(E\R[!T'D([\MM]=='-486)C8Q(ZBJ4 M9',8U`ZG=!15-BU2:)'-W0`O?.1$IE`*4"`83=T`*`!KLV2!A6375W%0ZB>P M;?N0$Y>@>6PP9_:!#?X`G^;I^E>P9_<_AO M\`3_`#?OO\-K_P"F@L!^E>P9_:!#?X`G^9I^E>P9_:!#?X`G^9J_^F@L!^E> MP9_:!#?X`G^9I^E>P9_:!#?X`G^;J_\`IH+`?I7L&?V@0W^`)_F:?I7L&?V@ M0W^`)_FZO_IH+`?I7L&?V@0W^`)_FZ?I7L&?V@0W^`)_FZO_`*:"P'Z5[!G] MH$-_@"?YFOH:<-&$F3A%TWH4,FN@H51(X($W*I]Q0./AG'NY-Z=>N@UQ^,0OM5(EDDXXLN*]' MNC<(==Q$QP2*AHY=$8I=U8EFT%'F"B<39(>-VI"L;7@G-/RRQV`&RATJF];NU"IE```':#D"N M`#]V)>\/SN8_F^5RE8TB6S]WU$3&$PB/>[PF^ M<.X#OMMJQ6]^GW^^*2;Q5=;_`*_3)XN5ZMEG(-%M58>PTFW><4O#6F[=U^-) M%0[658YFQ.V7"+8I-VJ#%/V!"/*H5FF*"ASF,"QSB?;*_BUI*^6/PF;BIPY' MXR:9CGLE<2]'AXG'L_,#&4>W,T*/2G5DJMP*LZ9-`B9ROE!EZO=*/9:Z^CTT2&A[#`/\`'\Q!23=(Z2B' MM,?)1C5VB"B1DC&2*55,Z8F(-+X2XF^)'*W&O*\7%GRU9W?$B\>/LBN\Q-G, M1`VU"Z0L8YCQ-Q@1N!;+<>`_A_R?A#'<3[2R:P%^ MQ++I9%F6,)"-:9!C&[]%(&31--Z[?(OAJO"K2N'S$T M/7%.#:`S[(6ERQG7ME)>_D"&L-76I**+QE5Z='E"K(2]F5482UEMT]'L)1:4 MC6\01N_U`<8<9?:-<4N%.(MGQ`<2MSE,:YM:H-9:M)QF'5*;.HP#_N*2,/&5 M*E1\73IV7G$'[J?LM++'VJR+$2>S=CESD3>DDXX'*;QP9\[1!PY6RED20GTL M,8+JLQG-E#-6"KC&'X^*1=ZQJG*##O:E$MX##Z$DNK+)UYQ9%Y6PL$PD&ZCI MBH2$3<7S;+/%/=9AW%\'MVA\9T&T6W/;*NK7JS6NJ35K48Q4+78"QMJA3VL9 M*Q!ZY,V2;M+YRTFF#HDDR:0[P6;9ZL`"VHG)56KSK.O:19)D752+/XL;XNE* MJG>ZM;[[3X=[+X=QVS>7*Q4.B(N[-<8^MM6XK$@FC1=JN[4(H_!!J11TW]/& M[/Y(QG/:&[RA7X^7!P]JU=NK)@=BVF&!64TE$QQW;"'=LCF%4#.NX-# ML\CPS[A#QIG5O@'"#2^S>?D<>5:(<_CK(U)A2).L2%I0<9'#Y=9SF4+4QK\< MX;J.3/ZY#/+8Y:31(QC%,5H9_8S\?LU*VV2#B%?/U2@4H.2E*4I:1;H3C2ITZA(V"Q%HE&EB MV&&IOM[08->QIPJT`C890IHX9)]*H1+APU1.$BBT`%U%#,SJ=PY`OCQ'L(>L M\2>:J;68IC!5JM2-`4A8F/)W6C(MIQA5+5)-VY!$?#;A+R3U5ND4030(L*29 M4TBIIDM$"X[#W@`=MQV#S03:@8B7;<` M`P&*/O\`(0`!W'S^CF&@S@[,C+-:K=BS+&397S00NTTW!RFV%RAN1R7]Z.X"D80Y]=M3@PEMK5C3!2%FH^0`=MTT7!`7+OT`[0)\BADS`J5-0KC8Y#F3$WAJ%'D8A^Z8O0P`(CJ3!%TH@H5 M=!91!8@@)%D%#HJE$`ZD53,4X#OT[HAR^(:"5+36`59S7=JYX:2CX)QB4"@# M67`ZJA2`(;@F\((+E-MR`5!6YB`;>N2%1SK4;$*3624&O2)^Z4$GQR^R**"' M,$7H;)CSZ`H!#;==AZA>W37@FJFLF15%0BJ2A0,11,P'(>@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF M@::^*1D6$0R16EA`49:0+T/[-_31C4X=!*/MZI!`3':@(I"%^+]F M:M4H56"`A.SQ>0QC)8A4FAO62>]U1)L(=?9B%6>&#;=%,I@4##FX9&M5V5/\ ML2)RL/$[Z,.S[S>+0`!W*`H`83.U"\MEWIUU-]Q)X8#W0H$3#N.YAW$P[\@$ M3&$=Q,.XB(F,81$1$1$QAW$1$1VQUS'Q.8ZQ`["NKJ/;ED1RF`L,>5$B;V=[ MZI1\`\ZY$PLJPT5,``"LH8SXY/UQI&.B[B`9(]\P].8@`B(``B.P!N(B`>10 M#<1Y`4`$1'8!'6-62N++$6.GBL$C*N\@7(H=U.FXZ02LDDFL8!\,DI)H+%@8 M0!-L!@?2(NR@(B5BJ8HD&@J?P^\7G&0)%[Y)'P_BAV<#C3*FY>QJD@Q4,`@C M8YTWA2\^(I@/?2,=A&&$W*,'8IAE,P+P!X'P:Q:%CZVSE95`I1.\=H)'(*@` M7H``.WLL(Y,`&V\<1`#ZR!J_94O[FY;S?$-E:V9#?[@NJRF)A^\8)J M#MWTV\45'YA5-`@$%606RHR9+*B4HB`=] M!FD4=A`0*7ESUIW52GOI=!J<4Q)WS)]/$,LE'ZTO(&;23.-4I3%W*(2[EO!0I4DEG:ADEWI!NCPKEJ$MB"L2K@& MQX]C9,DN8=T[2([=M05R=<6J)62YVWM1I!PT<`R,=D1%R_(2%+"4QJK+'8P5,24.O%V50LC)`I/RLB MT>U"LO6:33V>T3K51E'%C2-^O-:3@-X(K[VA+=H2-BI#'N%&MSLDG?;RX;KD M5)',)NP[6&U6H]3C4HV/9IG42TP],457D@Z4,HHH<2I@F MB!4PN5C_`![2,3TV%H=!@X^M56`:@TC(M@4"%*!A%1P[0:^O%(1-3 MB%R\/=*8#7-YU#8PB+-B',!Y^O/D'7RVU8`S1,1W)WB#OU((A\-RA^0=^8#] M&0/%!N/$+EWU_'%WUV$1_83'S#?G[@\_3;5AQZ"(_P!+N(B/(-O7Z.6W3R#8 M=!URA%$@#8Q5`YAW1^:;;KY;AZ<^Z(B._/EN'RD((K*+&`2@(```;R`H;?#U M$1#D.^OL4-WS"/ET`/0`Z?OZ^541.8J)-^\?F80WY%^CU$/JZ]=!Y(IBY5[Y M@$$B;=T/4?7KYB&_U!ML&NZ3#YZ10`W(Z8;>6W>+N`;[;<^77IYCTUZ$DBII M@4-^0!OTZ^GGUZ!L&P#Y<]]>]+_9$P'?85$P#H&_SR@/N'W[#OOMUZ@$IG91 MRCYXGL_NM4Z`#_][.]P^@?7]_4KV@:: M::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH(1.VL`1P9:0 M`=A'`V>0`0Z@/XJGV$.?4/+?EO\`3K\W6DUM],1[<3$[H`B@7Q!!0Q@V1*)0 M+WA[A.7=`XEY[]1W'7Z0';KLI)&,59LGI$T95PF\12.F;V=&^V\6UGG<":NHQ-:2F"R#-MN: M\&G!?B/@CQH2@XPC3+RLH^<3EZNTD+EQ8KI9I%TJ_?2$@X>NGSAM&I+J@E$0 MR3DS:,8(,VX>*=N10EV^&_AJQ)PIXQB,7XDK[.%@XUNS*^>^$T1DYYZS9HL4 M7TFHS0;MR^`T13:QT:R0;Q4.P(G'Q3-LV)W3WD='3[XB!B[[@41$W[KNL&]N>X<]M@ MVZ[[`'IN'/X]`'TUG!V@!@-G*-'??^1S6>HA_92R#M\W<-@Z@`CWNNVVX!K! M\=Q^&W+;GR#?F`#TZ? MU>H!Z]=AW$-]]M>)DR&`0$NX<]]PY\O@/0/,=N0_$->0]0W#R#TY]-_(0'GN M/O`>NPAH/Q\O?ML(!L'G\/AMOL.^@O+P(<(]/RG8LSV9A,3E,MBEVFG9I^M2 MK^*='6.Y*815MEOI_9) M/KY;?<-M3):"%Z.R9%B^)!VN-EL>643>'\BW)L6.2<*A^Z)%SH&&$E``0$2E M3=MW9B["9F03`4;AB<>@\MP`=A#J`\P'8?(0$!`>@AL(==207?&%%R)'.(RW M5R-EVSE,R:GM#9$Z@@8-M^\8AMQ#J`B`[#SZZPAM_"3?^5H5(PJ& MH-M<.';%)(!$QTH.3#Q)&&,)>2::*CI@0=OVNYB8`4[*%LIBJ96#X[N.`P>+ M%/C&6:G*&X"")C;JMC;#\T4Q$H#_`$FW+68-#S#6;H5-J=0(>:[I>_&O52%! M4_(!%FN/=(X*(CR*&R@`.QB`.HTV-B`\JI79R-D*K:T.^"MI"G,4Q5"'$ATS%.0Y!%,Z9@'28EWV`79"_P`MMR!U M4(`+$*`B8IP#O:S)C)./F&3>1C':#UDZ3*J@X;J%43.0P;@(&*([#Z@/,-!] M^FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@:IFUVV$ID2M,3 MCH$&Y!\-!`@`H[?.1*)DVC)#HB`%,X<'#QG*@`=00*"::8=UD+)<[D%_WWAA8Q#4;!45((R%:H'B*D;K$2./L\K9%TR$+.V`Z.YA7.`Q\<)Q0AV MR0%,Z7#KG.6,U\55@6QYPNQ,M6J6JM[)*9A=-%FL[*MN9'):DR=)D&O1ZH#L ME,NR#/.4MSM6\/WRG-)KPL=G-C+"+5">M#8MKNSE0'TA(RH>W+JOE0*==PY= M.3+KN'*BNYE%E5#K*#S44$VLU,3X9HF&ZXRKM,A&4>BU1(DHY203(NN8`V,8 MQP#O`!AWY;\_/5UM!Z&S5LR03;-$$FS=(H$3103*FF0I0V`"D(````'NU[]- M-`TTTT$?G'9P1UKB\JR$9)1<)*/"!%(KM;(V"6AUTX.4/,Q"JD0Z5*Q.YCI- M0SUJY[@+I."IG`P^&3:$]W^#@87D))Q,/\/8%?2KM=1RXDGF/V;E\LNJ)A45 M4KG$],0,#",&L M7#PD-#U*,B8J-8HD;LV$?'LXE%JT:-D$R)(HHID*4I=^9Q,89A]-!$9^EO[0 MD?\`^K6V?XK70_+&Z\!X;>T'WW'BSM8B/+?V6O;_`--O_N;MSY@/(0V$-2[: M:"#"<[//B>LLN_GY_,2$Q-2SDSN2E'T#7U7CYT8A"&<.E`:$`ZAB)D((]T`[ MI0#;8-]8TYFX/L^8\=14&SRG%JRSY`\B[`M:KJ_L;`#F0:E4*9J8@*/5RK&) MN'>*BU,.P`H7?98DI!I$Q[V3?K%;LH]HX>NUSCL5)LU2.LNH(B(`'=3(80YA MN(`'4=1#W2VN[K:)NSO3&\26>JK-TCB/[%8)[)1S0H"(B4&K$B*9B[C^N`

\59]QY3[#=;!E:+2BJ[&K/UR_BE6`4=K[E181K8`8&$[R4?JMH] MH0I3"*[@HB'<(<0N=P=\%O&AFRE_HA7;)T4R:2JJJL='$I539@@@;@,)LC7/'V/<-07<73"75B,=Q7>YHBU0>+)JNET5103$$>^JD<2)F`Y M#%.F!@N;CNB<;>(ZC'T'%O$(ZQW38KVH8RNU.JTZ,BV*KY=5RZ=%0+#J'*N73D_=!98Y"IE)M$S$4SFXM_$/TBK,Y!JLU<)G`#`9-8@D'D/F& M^X>@@&HC;M6GE*M,Q6GVXJ1KDQ$%#`)?:&:GZXT'F'B%.`=-! M8+A^@N/_`"S'S,:_XM[4A;:K)*Q4VT%C6D15$A"JM9!%(D45,&LBS40>(&3W M)W%P)ON0VV19N&SM!QV$>+.V"/D/LU>Y;B'D$<`!](;]=M4;1[NOBC,5/O)% M1)7[&X:TJXI%,!4@,X.H-;EG`[`'ZVL9>'55.(]TJ\>4-BE'::%LY1>-T'3< MY5$'"2:R2A1`2G34*!BF`0W`=P$-!"5;>`WBSODH2;NF73:(QZ M=.R,6ZBRK=H"I6:8>`BHY<'(42CL9901$=^5,?J:_$,/_G1C/_P>KX?7^QN? MVZGCTT$#8]FQQ#?W48WZ*[`?;LVZ_'GI^IK\0W(/T48[W;5Z`Y>_?V;^'IY: MGDTT$#?ZFQQ##_YT8W_\':^'_P"3;>7WWT#LV.(;^ZC'>O\`M=@-O/E_*WQY M>>^IY--!@OP8\+D_PZQ]E-8YE&8E+&^6?NUTD44`4<.#E454!%``22*(A^X( M!2@/(I0#?6=&FF@::::"V.2,0T?*46I'6>(;K*_NFLFB0$9)BN'[APU=I=QP MBLF/,BJ2I%"[CW3AN(#@1>\67O$"IE)/VRY48#F!O:&Z)EYV%;E^<4L^U0*) MI-HD3O`>3;I_*"90*9RV=@!W`2BZ]+ELW>(*MG2*;ANL0R:J*I0.FH0P;"4Q M3`("`A_!H(F&[A!T@DZ:K).&RZ954'""A545DC-,9[$K'*:1@E5!*@X+N`&69"8P$:/`*`[;=U!'5S!+/+9C!N!F:ACNIJDE.";=R8A*7@G15B#\QRV/\`,=,7`?[(V=(FV.FJF;YI@$-M^8"("`C5NHLZ MO:IRDS"<]77()N`%,K]@H<093#4@\VSHH;E37*7<&KP"B=$VQ%.^@(@20_'F M0X+(L&E+Q"OAKD$49&,7$"/HUXGL"K=RB(]X@E-S*;F50@E4(8Q#D.8*]TTT MT#3330----`TTTT#33306;X@LI'PIAN_94(R0D`I$*>=7:.08Y>"CB1, MF8Q%"XLLYB'+R,0Y8]4Q#EW`0[Q#`!R[@(`(`(Z_(]X7*^^>8)RY:9^\Q#=_ M.Q5)4S(\#!6*M,VECEU;G[!8FZ+J.2F:>"ORE" MR)45B"^CW*AUF9A$#F/MN-IKKVU,=08YS*3]!!1!J=JD9"%K5RFY!PL]>(,& MJ#)BS<>.[65=.42$22`3F`PB4!VV'0#X(<[Y>NW&#PH8FM&3K#+T"D968PT- M0XMM+0-2CA=55[&KO)%I**$,Z?O&D?')KL$R+J+.&K=9=84V[<`V5N,VCH#B M*[@"L@R.9&)!)U#KI-))JY-,Q8MCLG2K9W[.L#GP3"X*T<+(I>(=JD=T5`-6 M8K4B8G,9CSS^$JKS\(/Q2Q2,+JNG3=^RG=I10TN^!*NDB%[YB-&YUR(.%P`2 M=Y`CL#D`Y3G[J953I=K+=OE0H&H6*ZS5-7C8BJ0Q9Z=:N*I;#3C&/.^A8TAA MAFTHX<++'>S\:@FFDZ5LD[1#8Y1V_U46)4>:9A+R%0>\`#R'7GH,S+KQ>6Z^3)YB9C8DH@3P6+!!5_[%&MN1A0;%.H)A,H8.^X<'W7<* M=T3B!$TTTZ,5XBI)(@G-$Q8^0%`[SLI,\IY-=N;J,, M84JQ3'Q21U4K,?XI5C,8YNQ`7*BKDY2J24FZ5/(2:I2F75*FF@@C(U7./J[ER^O9T]X]`#?<0YENZM!$ MAEGRR*[-(!3=J.1?&,)3IN#I%3!,P%$@F[W,`'4A.M9OAK$?TV.+`Y_S$E_7 MRD6W7[AK9DT'`\OK#[1`-:^60.WSPACG.F0^'FR-8R*R3CF90AI2*D(ZZ)M9 M-S(M6\C$-Z[+)QAX^?>.H]\Q47;L%!%HNJL1R9)NUGTE_*&OR7NT' MBI^W=MAQ:)+VF/@*U2[G6S'>S4W6ZU%PR$[C2H*K.%YR>=,TD&YEF)1512)) MO%S*%(UC7)@%,Q)FO>(]YIO\81[7*!XA5LUH8R88V>K6<6D"SNBQGA"8Q2J M-_QH?(J2C)A)B1%LXAWH0\:\;/S':KHJ>"X?I$%1!,VXSB:MA M-\-V")AQXKAW(XAQP]=+.UO:G3ARYI\"LX6=NMQ!RX,NJ8[AT41]H4,HOU/O MJUY[3^2)O:O6-<7OU29M_P`((PTJD*[BNN(I#VKV1->9J>1HU)=07/LA%$#J MPY_%:K+[%1>%#V54AR*E6%(1.7N:UV\N-[6X*WB:2^`%I+Y(9.I*N7.,8R;X M%&R(DC'+EN`.R%6=HI=X")F,IWP2(H!.\.DS<^'=I;\ESLU.V:UV**0=2A(2 MHS5AN76K"](_9(QB;Z.7%A<$Y*/0CN^FY:/6Y&*Q%'#QSXJ:2953)&3 M23/%;56#^W#H?$3,9(@L651M*R.*)AI!70LS'W&MMVDD]5?_KN9_T/6I_V5=>-$RO$Q,&()#6: MQ4R5$P[%,ZNS&$NX'$!4=',)C$`!,8>[OY2_;CS]0]!'UYCUY_'W!\0" M4+]4@L_]SRL>8_S;FN@0AZ^?GORW#;02$Y%X];3=JN^JPU*!AD)0S MZ&P["'YMAY!T'09%<(U_J&"2ZXECF ML>T:@=`6R2HLXU$%3=Y)FBF/,Y=AV*(289S\3'S+`PF9R+9)TW$P;&\-4H&` M!#U#IK4VN8=R$9E#D`62IAU';E/L>NW/U_,&MI/#O\["D_\`(#'_`+(-!SU_OS>'#_*M5O\`3>8>\.6@SJTU@K^J<]GK M_?G<-_\`E7JW^FZ?JG/9Z_WYW#?S_P#TK5;_`$W09U::P5_5..SUY_Z\WAPY MK? MZ;I^J<=GK_?G<-_^5>K?Z;H,ZM-8*_JG'9Z_WYW#?Z_SUZMT]?Y=T'M..SU# MKQF\.`?_`.UJM_IN@SJTU@K^J<]GK_?G<-_^5:K>7G_+O3WZ?JG/9Z_WYW#? M_E6JWGT_\MT&=6FL%?U3GL]?[\[AO_RKU;_3M<_JG'9[?WYO#?\`Y5ZM_IN@ MSITU@K^J<]GK_?G<-_\`E7JW^FZY_5..SV_OS>&__*O5O]-T&=.FL%@[3CL] MAZ<9O#A_E6JW^FZX_5.>SU_OSN&__*O5O]-T&=6FL%?U3GL]?[\[AO\`\J]6 M_P!-T_5..SU_OSN&_P!?YZ]6Z>O\NZ#.K36"OZISV>O]^=PW_P"5>K?Z;KG] M4X[/;^_-X'#E_^E:K?'_AOII^J<]GK_?G< M-_\`E7JW^FZ#.K36"OZIQV>O]^=PW_Y5ZM_INGZISV>O]^;PX?']%:K;>?G[ M;MY:#.K35I<0YXPQGZNK6W"F4*/E*LMY5[!KSM&L4=8HQ*7CDFJ[Z-.[CUE4 MRO&B+UHJN@(]]--PD8P`!PU=K0>)SD3(910Q2$(43'.-3**,US&]D7,4JHF$&S@13 M,;8>Z18=^0!MD/G7^?N'?TU^9#PU]K[Q*SV1KQ,%"(H0]==%:*%/X"CJ2-&1J3U^# M9-1"1?@;K%A9L+%!2D*L^;H)R;-5NFY(Y2`[5SN55D\3.4^X'9O4F[D.[L(B MCMN&^X2/\'^84+]B&)0L$@S;6BK'6KL^W<.D$E"OXM=5FN8H**AWTC*HF.DH M03$.DHFT_\;3Y;A_[*QO\`C[/_`,;7YDT/VF_%#-6IK5(J;RE#P)I%S'.K MSE>NXVI3YRA[49LB[K\`NR^6Y=R19!,P^SPB#59!TZ,G^L((JJY9..*3/T;1 MK\E'9PM,Y9:MB>RVGY3F(RM#(-IEC`((MWB1!JL8U<(HV":CUFZ1XPZ1?8DS M*'4:KJ)')<3YV_RSE M/A7IMUR];Y&ZWN0M&1&4E8I)G$QSQTQBK4Z90[<[6#CXJ-(1E'D3;I'19)G5 M3*4ZYUE1%0.WGZB'78?X]%;0?RU$?V4CO\`'FG_`(VGRU$? MV4CO\>:?^-K5[&9>>:AA\^O7<-]]A'?\_P!8:Y^67@=%1Z[;@(_'F/I\-_(? M/0;0?RU$?V4CO\>:?^-I\M1']E([_'FG_C:U?!FG8\_$,'GU'?RVZB//G\0Y MZX^67G^^&YAYCY>6W/GTZ#^78-!M&-WS)V8Q6KMJY,0`,LZJ2?)11,@^ASE+[_,0 M\N>O9K2N_"8N-7,'!=E'$UKQ-?'-47L]K6BYV$^3(Z3CKE'1>.Z\Z;0T@I(0 MLPK%(-74D=^1Y%FCWHN`3`5UR%\'34T;I7M+8>7M"`[[\O%3YAY_TW/WZQ=S M1A-C/BYN%+.S8VE)+O/X\%D46%B01^<"+DH"!4GA"]\K5Z`"HB)@(8#H"=/6 M@=C7MB+[74P=]JL!C]PKY$F_R>Z,`=TW[%5,*"@"EJ!\5G'#Q!8& MR"E'MK7EVUJ/8.*-:G96[A50\ZH]D)F5>13,(DFS)J@)Y"9:,2MBJ* MI[KI@FXIC%/&YQ)9'CS6ZSY9E:2A$HN&R]2BVN/I@JCETXC$HMU85(>MSA$W M9&IW;AS%HS#,47?M#0ZUD&O,K!"2#(DJBJ!DSE,&X'*8H\RCJM/:&_P#OZ/\`A2?YVOSRH_BPXF5.,OA) MQ\VRK)?H99#A(F1&""88D"-CH`I!C7[,^S0H*F, MJHY%6:@EBDS$(;VI<=RE$1\938=P`1']V`\NNX!RZ]-!M&^TM_\`?T?\*3_. MT]I;_P"_H_X4G^=K5T"Q20_^5+_#QE/,?_K^7WWZZY_&*3`1#VMP'ER65\OB M??W;CR_+H-HKVEO_`+^C_A2?YVGM#?\`W]'_``I/\[6KK^,4IN/[*<"(=?UU M0?7?H?[[?7P%BD_-RN'_`.V4Z'0/AH-HOVAO_OZ/^%)_G:]VM6Q6 MTR[9-5VD[7!5JBJZ2'QE1$%6J9G"1AV.(CLHF38.70?=J:+@^R_;LAX&J%JL M+P[J5D"*&<+'-WA./A-S]3`8=N\H8=M^HCZZ#/'333087]HC_02\2G_ZJ;5M MS$.8QJVVPAS`=^FW/TU^0GPYV&FQ=5H\5*O9!"9MM3E6<8Q;-VZC%XY:3MBA MCFE54A&:]9-@:77JW#'9JT-]%*N+&DK7Z;)2;:--/**O7K>7DXY2TQ#9JY5:&;NXN M03;M'`G.DDF[$3'L1B9O3K5[^NFGRSQ3$3P\[Q&MWB?:]=DA_`S76C/BPX?Y M!:78,GK7*D,JVC6-5)(F=J.G;A9]%/;6Z=G6%4C55%=M8RD<+G%!:.0402<& M3&;+BPXX\,+%=4RKQH<(T9Q`T>WT#*`8AJU4XL) MO,%VC[7"+66H4Z-DE:>YQ>[LUQ9NFR+#QG,)&@,4I.Z MXF"L7LL*M9%YF"8HHK#,O#,'L)$/6C=C M*N6I1:[Q8BM(_G$9K;LAZ;69@=X47";APLT5(F1$U3R#))=QG4RPC9@`+0A$ MU2>U`X*KL`D69@X%F5%15P)\PZT0]ZQW::VU=`]B2V+AJJ4(T4@G44R8$,[R M#,S+%-I)Q["04;)S*CPR8OTG*ABAW2+@V(B0,#X_$^9)][,JXUR?E-]:(%XF M,C1HKAWLM:?-6DU9$R%-23&D(Q MJ+VR**RUQ;S=JETTCUJHTB"IS:8F[?9G,&O&*R$=%$4%E(? M*#8P]V/>^QU_<<2R417J)7>$.HC^?T#RZZ[@` MV#8H<@`0Y-%I_)"DABJF&O.7K4TQ(Y5HD3 M$(T@MP<16/IK\8/;LB6HAGD1%)PK*-;=]5ZY4%?VR.7C!QKG"UIHQ@7L2?(J M"MEE9(L9!7S%LY1YME5V5>92[2TV%RJXDJ[%FE7[EQ"L:\G,.IHRC7Y04139 MJ'\`.FZ"/D/+Z?7X;\A#ERY=.N@`.V^^P"'/?XCR#?J/+6 M=PDTSB7@[-)1Y$236,>&V$VS:1<-4F2X]T!'9%\W(?=OT\];,FM9OAK_HL<6?\`(DQT#_C%MS\M@'?Z_+6S M)H.!Z?27\H:_(J[4.1K4/VM''Q+VB07C6,?D;$W==M62+YRE[?C>)BS`@FJX M;B!U#.DD@!(PJ'[X`)?#`Y@_75'I])?RAK\C+M/;'=*CVO7'!+49"(=R[J_X MR:@TFJW5K6U<@2B5(Z!6T3;V+^/5DC.SH)MA:))R@`HH1BH43J;WABY[9G-; MQ'WF&>*8B+GII%S>NEQ]UD']?A+#,N)LKZ.CH>5;B]:R.HM8K1PN^ M+'']B08J-!02"39%0(YF#JJ)]]9NB@D&S=DOC:Q+P3<)?",ZRK!7BT?H@8XK M<'7E,=P=;,=>1A8BEQ9@4B)BQ0'L"+Y27;JLF;+QV\>CNU6.@!$`4AVQ9P&- MLZ\,MIXVLM9SX7\`8IKF4E.'J:F9JZZCLNOZY&V9@P@:]A*A6EM#1JI9 MKN-6$BV=JE&,7(@,,Q3;D<;`K9:K>/)V MWT*RR*5`KTH^G:PK>:I%3+2MNV48)DK')0L,64>L#M13,HFV`8LF9N54'BX#?WATM$:M>J'%1$G'D"0OYI&99(UV1;/7;"LTQT>$?*NYJ) M;'0,5^5\7:)=(I.FJ"`/DUBH-REQ3OQ+#D*VR,A4L\7#'T9/$>3U59/L'WB- M?MH1RBR&*?1Z[Z\X=//1S]=DV:RKH&LB#>0F'ZCH!4V::D'X%N'[.E?Q/GKB M>RQDE\K"85B:Y134&4JN5F\S:EXZLMP7T_)645TZ?7(&)D&L@WI M4)55&()D57<2#9('+IH9$N9T%BF M"O9[G&8DS'C;+EKH#>8=62ITY.W(NED:XY.RL1Z;.SL!'UG('R(]2.T?EJLH M]`')003,9!S=TIC;\]@^G?E[P\^>_ M/?;ISVNY$4&M(8F;Y@NUBML;7IZ_L<:TN+H6.)')%ALMB=P+JRJ/#,&LK"I1 MU=:1+-RLO+JN#I"9!5(H^T&:MW/RY0HU4QC9%J'8K=:&MMK=196K(KO]"JS/ M:'5G4M4%+9!5.)MD2Y?.+99I03,8<&K"&10:.Y!!T[631(JDF%F]MQ'S#ISV M].H"'0?=]([;AKEH'B+'5'H0.Z0!#R#<.O7U$?/GI&)/Y=F1TPBY5<3,4'Z[ M5&/=NG+!)P@1;N/DFB2XM5$._P"&OX@@F11,X`<0`!UVD7&O7""XM6+UW[,G M[0\,U9NG(-40$`%9V+=)0&R0;\U7`ID#F'>Y"(!2-UYP[0!_MFJ@>\`_&!CR MW]VMI'#O\["D_P#(#'_L@UJW77;Y&9B`];)4Q`0'<-AGV(@(;;\MN8#N.X"` MAUUM(X<_G84G_D!A_P!D&@A`_"21$.`ZA;=?TT&.O/;_`.0N4=:.@F/R#O&W M^(\^?V_'X:WBOPDH`'@-H>_3]-!CK_N+E'\_V_5K2*KS9![/0K-R0JK9W*L& MSA(QC%!1!9RF14@B0Q3`!RF$NY3`8-]P$!#<`ZKO'YAWC?#<=^7Y.OV?#3O' M_KC>?F/EU\_OY^NLN_T-*1_8)'Z73\?_`,J_BT_0TI']@D?3^6G_`/I7V]=! MB)WE/4W(.?,?MW^/U?#3O'Z@8^WKN/[^LN_T-*1OO\@I>_\`93[[`]JV#ZM/ MT-*1_8)'_&GW^E:#$3O']3_6/N^K^+3O']3#N`[/U`Q^7/?<>7+4]3?0(^OIOY=-@Z:R[_0TI&VWR$E_C3_\OM6^GZ&E(_L$ MC_C+[_2M!B)WC!_3F'J`AN;EY;\_H]!\M.\;?]T@F/_7F]_,0 M$/HW_@Z<_(,N_P!#2D=?D)'_`!I__I7W^D=WZ&E(_L$C_C3_`,__`+5_%Y:# M$3O'Y!N?ZQW'GO\`0.VWT<^@Z=\^W[HWUC\?7T'X?3OK+O\`0TI']@D?\:?? MZ5]FGZ&E(_L$C_C3_P#TK[_7N&(H&.(?NC>?03#S^WIRZCTZ<]]<=\_]<;TY MB;J.X;?'X^8?1K+O]#2D?V!2_P`:??Z5_'ZZ?H:4CG^T26V^_P#+3_\`TK^# M08B=X_/YPAMMR$1W^C\_NZ[Z=X_]<8.8=3#Z[>?EZ_;K+P,:4<1`/D%(-Q_X M4^\Q_P#:ORB/IT'6+-B:H,9^:9M4P2:M91ZW;I@)C`FBBN0;!N.:TNOP>\/Y)KSETE97Z/V,R]P_`/HYAK=%T%I\[?SFFE9MO'9CJV-EF>2,N"\@K"A8%'5T:*V-FJC"QGL$&_A$_;%B*LU%).19G M66LM2/A+)"9%9-51%(?$(H3YQ54!,"Q#%$#%,7YIBFV.&I-@Z9N M,)ENAFCJ29D=C**M1$ZHIF_2*3ABKZS?G[W1EP-1CXIZV1CV[2 M*!VXKSEPK$1D)7WKGY4)*OW;9Z[.LYE53.8YLV*@"+@TBWD%^Z=1XQ(X$U\* MSC=BE0\T31IYO(SD[@.;8*Q2XK/YB'8O\LXR;13V2GR-$(F53FF[QPV(K&[' M[\0[O&MX6J MQAF[0V5Z=(*"+BG6BT0+M%FHT-^\!S`GX`H) ME.B(D%(W(4RF$0&X("4P;E$#``]W&^@\O381WY_ M2.WV!ML&_P`!V#;?3H.WJ`[<^NX\N8<@';;U#E](>`G(`C\],!`0Y"77][;I]+;GL`'E^,LISZ;_L6/$!YN_GK:3;?RLW_ M`/4)>_\`J9?/0>[6@A^%TD9J9DX52/V8R+4F3Y]PNP!P9G[8FUQ)57`M?;"( M.C-#.#)E3*Y!JY%`1%8$%?#\,V_?K04_"XUTVF;>$ATLX*T11S$\\=T<5"D; MHFQE3@56.9%%PNFFDGWSJ+(MG"B)2BH1!8Y2I'L:QWZ_C/ME)TGMYW[;M8_. MB[C*U8I,G%U:HUQO'Q_XO,VBJ3V:BF[=J]B$$'LQ.WF;7>.911-];':- M6K%V"2)'!6\<9TS4:.6[D5Q76712@.BU+&%7K3HMVJF>)=-PU^0'5+*HNPK( M.A%%.&DEK9"0C;QD$B$.W"4;-4W)W:3MHH==(6RFP3V94)ES)7"MQBT*HS"N M),O(R\#"U.PKE;Q*M1?(U2LR,4\G.,:;9YOAXW:BSD,H=]\TCI%E$TU*39M):*3G&24FD M5\FBLFS=KHL$UW#EQ'M7)U"G<':HBJ@JC['X+BR$70VD]WX-6Q'K,$=_+-WD MG*KQX5N%BVT`@HAT^6J3DKA\ MI]:J?%1Q)5S)^8E#6YR^R!:9J)>I6"!=/$9&/AH1OE&6H#ELUBH]%NU.@@#Q MDE,$,"#WV^12:MJ'QGEFB65Z5"'R_6Y%2;=JU%5=G3,=2*;9U=5A9N"*+P65 MGTFW MH?9MMK$RNU*&:9C0"0D&;N0@38YBHQXB/LY7QZUP^00H"U2.<%!177RY>FP>@_1OY_'TI*E[NYC`4P#W=A$`W$0$0VW$-^0;@',1 MV'ER'7L\0GDHF._3YY1W#81`>H;\@$X&'J`"(GU^G38>0;CR#YGW\HO\`?J+%Z._41_8BVWJ`!_!RU+EP M"?T,5"Y;?K:N_P#B[/\`BU$8^']@O^?_`)`]^')HMMRV\@]?7IJ7/@$_H8:% M[DE0'_%V>@E%TTTT&&W:#E[W!?Q%EVW[V,K$78>@]YH8NP[^0[[#[M?C@XDM MM[C*Q5ZU5'3&3@)2*GFUJK,JQCI%=LU3E6@'L$.251!U&/6R7A`$I77Z#UE[ M.FL^:*LBE,;]EGCAB"6#A4S/`J*K(ISU5-!J+-^Z"Z*.D1X M91'O@)/%(3O`)=PU^9QQA]G=AS@UL.&L8LWTV='(E4GI^.<762(N[E+#!R?L M*QF#M"/C8R.=H-Q:+-V*"Z3YP)W(L_:4"N4@UPS$1,3%W5=-8G>)WQ7)CCX9 MF>&8FJOWN*^8]KBIMLL\>5$XL+OQ\1DMC3LZ\`W+`[VO<+VJ+6*?5`SZ,QHE9(RK.)5NV2G?;&SPN1/$EQ+Y1Q MWQF]B11*)E1>@8[RF[J#'(D=60AX];)\?,3)SV;Y8E:4BP?.9>)JB MD@E#$G3'GEH]Q+-8QTRT:."VEXN?9DX?YE['0SVR,,WP2(,%MG*H%973V$3. MT!$Y%FWLIU#E*Z051!$Q&YS`7PW`S`]K3@#"^2ZE\.J7>YRPT%PZ38GB M9-@D]B&:35&0?14D]B"QJA(11!5=)O.1;V31*U.Q(J"9DULSY>&HS%\_UOB$ MNW#O9^(+B-X0.TY_2]WV8DN*(_:T9T3R++5/(<9C'*,MPS8]N"]9I!6%Z:S- M8DH>HU\L*PCGLRSF69"UN%GTU'R[A=^5WCWVXV1+]!O*5<%+C%6%E$]F'CJ< ME[-4+#&S+&3R`[/)>WPTZS4[AV[MK)(,RD>%,K"9PAXK MKF.,*,Z5-VS'%[9MK?9F$BVA+(>1E'L;-/&$JVDUH=]&0LB,/-I&5:E%))T$ M=)!\CR1EU?97&.E#,X3>RT8,+5V>7"\>9C6;UJYI5C>BU=HD*!"J$,102E+WA`=]2'05:KE92<(UV!B(--VJ5=V$6P;LS/% MRE[I%WJR"95GBR91$J:CE150A1,4AB\P$D:1VA);:KS8T>)SM$7;;(UR285+ MAJGB4YBWR'9"5FL22&%J-+IOZQ`I385Z#L*,PL[?DF(MBVFDWJ[I8'955EA- M8RLV"(_0D[/AYD^TSUF@C9^ODE='E[MMAND@[B2464<++33^R2DM+O8IHX52 M5,BY64:-&@J$2320,)#8B#5ZT9BZC!KT&:-?NQD'T<,6R,R>/C*%5%Z]:^"* M+EV90I3BNLF=43E*83=X`U]?R1%#(HS`QD?\JH-18(2GL2'MZ+$1W%F@\\/Q MTFPCN(H$.5,=N91Z:*RYR%3LG1F=GN2N(>TWB=P5-\2T5+U]5UDIT^PR^H06 M=<<61%2I4;/FKKEO'4T2^UMF4`I*+2!)Y[-.'9U3N5>XXDG.6X2N\3CEOC^V MS.+LDY"J5KKF<+]Q+UFVXRK$)"6F!/57V(Z*TIZ"57C)&(5-3D*5`31I-T9P MHG+.Y-P9S(+X.)TZI)2Y;`C6(!.<3,8Z,NG$LRR"2ABF(91!UX/B(*&(82F4 M1,10Q1[@F$!$->M:DTUQ)IS;BJ5Q>816*X1DEH9@H\1<)F`Q'"2IT!\-P0VQ MB+D`%B&^<4X"(CH+Y<-P`'%IBX.Z)0"'F@`HB&Y=I-N``.VX"(`&P[>>MF/6 MLWPU[CQ8XLWZ_(DP(\]Q_FBVW'U'U]VMF30<#T^DOY0U^0?VO]@LU1[5_C.E M*?)L8Z?6M>-U6R$LE&.XB5`:I2VQXMVPG6KV"=B_$A`\&412;J'12V=-UP0. M/Z^`]/I+^4-?G$]K1V?./V%YXH..N;GK,>2L5_J\?+MWZS0*?7X+NQ]*7$C) MLP6?.TE3Q+4YUGBJB+==ZY\9,6?SDM<,Q%W%XTYYB:GV\EGBCZJC/_43-5MW M_"[_`&<\/G2Y]B+F13&'`7CSC8R4/:AQ=A<\/U\@+%)50&2>'\??C!>8ZLPN M0:$=FM2EWA8ME&O[(K7TRNW"@4WA\SECSA M+K]U;8C)3(;\6\`RDG*,GM7BX6C3%AO<;&L\=(OX^1I[*:L=E&/>1D6\6>R! M6I1/H8*XZQZWR'9*M(/"-8(E0K4U&%0L#])JY*^%0A08G:R1"JJ))"/A*(.C M@HT.V33'PDFX:V26N'\-WK@,P)#6N1/1F#/%IC!,13M$CJ1%W5$XE^689/04 M"T%]G;L55DWR:JJ#ELU=O8X=-L8F=YF-;Q&NOJD=X*N(J0 MS_E3\'RR!Q67%KD9_DK@PXKIJ;MV4#QSYU8V&356;M6"MCD'S% MDE&O7+;VI:=&/.*BTJ8')[@908<<-:[-CM`(_BGF;6YR0]XAL$R568Y"OL%= M)]O7K%GB`)+O8J+2?R/XGXXDT$SM,?UL$(N"+'1#X\"S(`/WB^G)P5<-Z&)\ MGV24;Y4IEJAW=%DF4$TL5IC:U.MRQUAAI9S7"5UT[DXDTTY29+NX@T/9G;6P M%3!HW9QLR*+%S.14(5K/%QP,['CZ/F@CH%*DW+'+M@)&E]?P?#B+DK%Q3]H70[]D24CZ5&V MJ5Q]C16R32"E8QW*VY2Y0*;F&*2-9J5N/DEJA'L%3.'KUN4[*-`%T0%0YIQ^ M%O&EDX2)2#R1G:-+B+%^#L?R+"QV>;=Q[:`?.6U<"NL8FIJINCC:'5D?AX\& MSA47+R6,HT;H(&DG:+0VI#V%UJC;CD'CND(\BAFQ;1CE-W[0F(%=RDC9\US4 MROX2BK@3)+NY4Y=C*>&J!#'31;I'*@2??\1J<,BUEQK40I),%_'CW3AN9W\G M..8^T1R+HZS2.?Q\YYLH'%_P`B-^!S"SB-NV2L M>/+/Q=R;)S'5J[V"J3D'3Y/&=WN,?0"NX*0:.H^%B':D>9Y!,E4XP9=DHN9$ MR@B8&:K+.I-E51?_`"&A M,JOW3QV>8(T+(^*[=']H_7U-XSUX>)=23&:.W*L4Q@5%+NB6N M'[(M7;V\R6K&U\:,O>G\:\9SCJK!&'FW#5F*XQ#YQ\CC-INF3=`A+E4#\9HK M"_#=,8!K.7,H3V.,E7^9S!5,59FK%)7F[660=IP;C-192NV6:R)4GK0)6.C( MYLLW@DW3A1R]3=K-8Q>)CJ?U6N6`R;69A(Z2;M4"(I(N$`[A$@+W2MP$R0^ MSE+L4KTB7=?BEHR/0(V8L0:D0;LFI`V(V;E;"B*# M[*RTNO,W4\Y56=#D@S0Y%Q1&4VTL9*,*]Z1>%J*\S'H M-V3MW!>TF:.`:HIHMMB-2%#P!`-G_#O\["D_\@,?^R#[^>M5ZQ1$7!5B-BX6 M.914:ULE6!LQCFZ35HB![$S.H*:*)2$`5%#&.H<0$ZBAC'.8QC"([4.'?YV% M*]T`Q]_]2#00?_A)7]`=0O\`I08[V#U'\1,I!]^GQVWUI)57G::X'_'<6'GN M'[,2$-PW^SH'GS`=;MOX25_0'4+K_108ZZ=>5%RB/Y0VUI*T_G:ZT',1&=BO M_P`=1_+Z\O309M^$//KR';]X?AR'T^C7`)"'[KD/ISW'X8@`B&^V^X;6_+R\,>7+<-]]@'O!ML`!S#K[O=RYZ#K MO#WZ;_#W<^G(>GO^'O#CPAVWV$=A]-OH^P0_BUD[C[AXY?%4(V%)'O$\4Y> M\`F"D/!'J(@'3EON//GY>8>G,=P'EY:\?#'R`0#GN(^7U!N'+8>G3EJN+;1K MG0I482]U"UTB<*D5<8>XUN:JTIX)C&("X1\\Q8.C(&.4R95TTC)`H4Z??[Y3 M%"J7.&,H0K6NSMLQKDFJ5&PS4-$,[9/T.U0<"Y/+OV[)(K*:F(=G%+NE2+&. MS0]I,9T<@`DFH'>#06?\(>77S_+Z=0\M^0]>6_/0$A'U$=^@=?/UVYCL(>X0 MYZS+XP>&-/AVXF\E8"H+BY9$CL>5JGV9U-N81-Y,C&S].86F9DY-G6(\&D9" MP7MP(N)-9%%HU0*19^$XA3CB+W0$O>Y=T`[P&W#N@7NB;O";D'<[OSA-WMM MOG"(!H.N%(=N0#^;X\O(>H;;_6(:`GZ^GEON&^P`/3Z>FVP\Q'IJYTEB;*4- M5FUYE\8Y&B*2\`AFERE*);8ZINBJ]SPE$;(]AT88Z:H*)^"L#[PEO$2%(ZGB M$`V9=1X1:3"<)M=XI!AIF7E,KWF7O+8D M6A22I0CU9H[17D&^V_KR^S[=<>$;R`1\O( M.?7S'RYY2\_48*R2*+2>F*G2IS*-B@VZC!VZ46A: M+5$5I^Y/DG"*;=.*@T%GCA-51P@FJ3IT)AI(NS09D59)NHEH+?@B/4?J M`=Q#T#D'IN(CTZ>NN/"'?T`>@B/D/3RVY]>O3EUU?*M804Z^>3KR,?.XY9S4T"19'=KAUGD>^) M'3<$U=QDFFT<.&+E9%!0Y0M`*0ARY[\@Y@/+ZO/?Z@'IOH"0C[^>WS?/G[]N MNPAZ>_5FVVF6$4TE0@+=6IRM38I.%/#043BIIBR?JIN%0%- M!1)NO7Z-/#V';F(^>WKY MAS#Z0]?,=7$C<:Y#FD&+J'Q_>I9K*QTM,QCN-IUF?-)*&@2]^=EX]VVC%6SV M)A"AO,2;595C%B.S]=N)BE'L$,09:=5+\?VN*\F.:(#7VTMW;X^N"U/.R%,5 MO;26=*%-"*,O!`51?)OC,P2`RHK`F`F`+5BGSV`1W^&X>G7D'/EM_#KD43@. MVWTB)0`/+G[M^?PY==9$1'#)FN?PC)\1$-19>3Q3%VY&E+S4:S?R$BM+&0(Y M=O&4%'L'3]U68A(QS3EL`"5^'4;O$'K])9D[20IF]4FH5JCX9L%>L5WG[%D2 M`L4QJX:P"C5)K(G!R]1 M3`+.^$/3F(\^0;`._D`]=M_7SY;:X!(W4?J#K]6W+ZAZ#TUA)(RH@5(C&6F(AE'N3K&^:BFDY,=8W)(IQ#8/"#Q M5DZS+Q3:MXUR'87$[&NYF"0@Z/:I92:AF*J;=],1!6$2O\J1+)PJDV=2C`5V M#=RJBV5<$<*IIG"VGA"`]=N8;;@;?G\`\_+F&L([:&UHL?NFY(-_@Y4^K[]- MAWST6:+-EU6SE!9LX;K*MW+9PDH@X;N6ZID5VZZ"Q2+(N$%2*)+H+%350534 M253(OI[*Q\P^SG MOOOY:W1M:7/X/>'\DUYOR_;65Z=.35C[OHV#KON/76Z-H+49U_G-Y0_YB6;_ M`/E;C7XPV/6%#6LMF&TVMC5YQOD?*YH%.6>O8)G,.V$\B[08-)PK"6@TW?MP M($*RG6\<+\5DT(^8;K$,BI^SQG;^K!,1,C5I&3,K8@5!Q`2DNT39+HM3)-CNV3YDZC7_M"* M)G<#\*=DW627;AQBQ*4LHK:/D6*4DVCM1BV-EAQ34).JI];@9J-%_,6*-=J0K^OOH^)@J=7&;ZW*RSM["MH.0U MY:AQK<)&;L<=GIB7-G`YQ.VFZ\#]:@,%5'(F->+2A8T@I19_?8B;EIJ=KK_$ M5AF'42O()M#KQ)9@H'C`=1KP7*Y2.B9_]MMQ2W(_`BIP^)84EV3>EYVKG$BW MR"RL:4[6$JPH_?UL*W,G'[Q$VWA\1EK MJ[EQD=[D%*5SJ5M:-K5+IN2J_9(Z%4S5?LAC6K%;KG7)MPI)2$ M9$SDFWD@9"JA$2C%NX+'`R47;NDQ7^-I;O(F!Z\RR+#WZH4: M"QJI.0(.G7XP56P0-8`D&Y:^RL%_D9X*/M[4ZS<3J+K,U5GD,W8.9!4QMV;[ M?&EGJS7(U"M]RS)5+G3G,PYK3A>0K.1'#J)EH.P)HRQHF>KLX"IV3Q9L\8KG M137`B()M%$),+;DUU8,:6;"^/\9.L64S(DK#K9:MUNR+&9$R!=:O`O$Y)M0H M%K7:O7X"KPEEEW,BO#O))DT8)/7Q9)F2-([,^"$Q^PR9P8XKC,DY/ M85&X8[BK2]Q9!X&;_*/LR2CDYG" MB*XHEQBR."MVQSQ#Y:BLWY&NZ=?R_1:#-1USP?5*D5",=9OD&%=IN)II*=8(Q7FK#`1K>.6600>)^ST\3.LF3,>#3S9&,P;MS0@K6ETN`EBD5TAAT4UP]N4*9`!;F*K?+= M6QYAIW+4*Q6R]67-T)2X>V35+HF-59NHUM[9&RCZMTZQWAY-QZ32?EF*1GQU M&D>Z:QS$$WKXB39TQ5=76><,ZK!"7@%WU_4R!#8=4S(\.VQ7-FQ$V;%9N91' M'BV5%'2;93(KF(9N7Q6#2+7CFY@0:.G":SIMXMI,P9=B_6 M@9^%YH-U\K\+!'8*>S*9+M/G;FP/["_%F,[I M%\>9:Q6N&?/]AIG`?8)^B\" M#+BFJ>6.'&^YGHO&7P^6#AAM\-CW)L%C%TR86R81>3,Q`2EGK5T<1+@8TAHQ M..Q0S;'TI!XVJD#2H1C%+3"CZ+5CI/Y2E`9(QY&`%.4\XJN:F9C M&9US&^NYP[;5%5TQK<8Z??5]>5\=5ZT<,5KXD&?:!0V:K=2LVT#@VE:3'<.\ MM5:)<.(:TH5Q9M3Z;=IN?CYJ8J-I1LK^0K>0EJP6/4>@V(1F2)1'PL\N'#@C MX=<(<7N9Z'8LE-\M<0F.>%/);G(D4]X>8!ABR`L,I0*Y+M243*2R,JL]N5,8 MK03R02>1,0X=H/22*:QY6/DHM#50R)VA+ZAT2P=GLAB":9V^P]HQPW\7M:R0 MYDTVC&`A*A$55JE5YVEK11Y=R_+*(F54F_EMLS28H(M?9?UL%UMF>.[0#'=L MS?E_B?J'!%+$RC?<*3U-R=8ASDO(LBR5SC*]CEL?&=-:U--%BXFW;.-DK4[G M@E'QXF'0;Q3!L^?R6C6;>*C'Y8F%L"S`;$V)'O)(ZRJK91`$D23E/\J&@>(^TXU88 MSQ"E@.D9(-AEO1'V-XV4M]M81[B-@K/=K!DV14-;6MH<3S^56KQ8H48]K'Q[ M!1VF_6>J+I:9]`*^QSVJ?9L%I[QQ$(8U>0Z<2J!UE#)S\D^R>[;+';G$=,Q026CRF*HJF8=P:P9ZJ+J_#EE3AFUFW5N%L\;:ZXUDW[9E-7R+"<"$91CA%LHJG#MI M9P^$)!RV'VV-M6YJ-X/<>Q><\X0[C.![=;IE![@^L2DAF.T(Y&HAV5GSR["< M9#6(>N2*C:,+7H18R$G%2C@RBJ;5F9LMA(ADR^&I'%$WMK=A>\F<5LK+Y^NDDFM#Q3AI,/7-I&>MU4M`%;M?DKNUMLT)63,3.7CB3,LH\( MN5N0C%E",(QNNNY9I1K`\HLWC&*J!G;@4$9%^U^"IXY@[9`9-R0Q+F%]C#'4G68% MBA`8?>S^8+U/6DL4BSAZWC2-FG!$2L7LD=&4FY&;2AFC%JI,*K)1IE7#;U-< MU(RL#F>"R)B@MJK66\P2F;6=3A<@HP%@H=T4M*D[#/82ZN*V[BI-9FS*V9O4 MW\$@R=&2V*'LZKE!?U57,Z<54,GT&0Q=86^-,@/*^_:TZ#SC(0.1863K)8Y= MI.M\L5NO0S0KJ1?M#C(02<*2&4BTVD:X7=(FD4WH=)FS'BV)[O/T-P]<27@5 M.%M<8_>Q3B">O(&VQ,BXC5'T0Y575C)-JYC9*,E&`K+"U>LC!XFRH)IR4\`I M@#ABH0"/]25VY#T\!I]_+40DF>+>R-@EH:D3E)CW$`V8E2MV6)7,5OE'#!&9 M55>2=E?Q\.7HQZ9IJ"N44G*NFB M[U5F=H^:/XF031EVLA"LTD75@]:H MLG;-FFFH#=RF9XI&DJO9FTY_0>!#AJJ$HZCWTA!TB5:N7D0LLYC7/?OEP=I+ M-%G#9FN=([=RB.RS9!0A^^F0#RW'X!ZZQUX;(%IB;!> M-,<6&P5=*:J4"XC9%-G:HB4;$65FI:1*1*22502>%*B]2**Q4BAW@,78PD[Y MKWA9JUO_`+8H`?7>:C`Z^FSK[AY?N?4!].?/WAR^.WIMOOY:!S$ M`_*'K\.?P_-KI/QFK7G8J_\`]=QO(/0-G7V<_AMOOQ^,U:\['`;!_P`=1GKY M;NN7E]HZ#O!`0W#F/U\]_=Z_O"'/7'3[//WO/07EX;!_UV.* MP#I\B3.V_7^:+7R_@V^.^MF36LGPNO6IH**2 M#8Y2*G;J*@FGTE_*&OS>NT*[/WB?R+QR<0.4JW7Z8A4+G;6+ZOJ6/(E=J\N MLA&5Z'@W"J\+,@B_9E%_'O"(]\!*J@5-RF82J$$`@5NG"DSKSBKW/'+M7\2+ M%86T3$/K!)*]VE2"Z[9])XSOC[V9VFR=P[('TS3)]LT(UO-8:N)1JS)(L[%$ MP$M/$JTM#'@AX5#1LO(.IK&#&[NE;%5WYR-3NBU2;J["1,LLHDNZB'SM^Q,U M!1%8#.#L#.D2)"825GCO@GXEZFM*,+#4L66^CV>/"#O%&?YMK+-G;*^*R;E- MO\J,U#.(2Q0CU)&:IMM9I&D:M86;22;%7:GD8U_=C*'`GGQUA:&QGC_,^.!C M,=Q[A+&K47+.(NLRXF7"*L:GD:6=S*M(BRT42HR,F]K3*:4L-@C2+P3-**<> MSGLS,U>V(Q'GIHQ'!PQ,S$3G7,UBJ]=(N-HSLP0H#?!>;JI!RF/65M2R/5L6 M5&U<1CV7I36FHTF[35J>UA,9J%9(^R6.IS;)"N6.+O5<*0_M5^H-I-M& M1RD75E&C`&C7QVZB1%6J9E5S"Y6*==,@I7BA.$CC8@HHT,YJV";-$+1;A-Q9M[\+I*=9$.Y:(2JHO$5W+EC(R#-\ MNJLX141W%NE/_P"_8-]O3?ZN8[\NNXD6&=@^>\ MW#;?NY MAR]V_IRV$>7F/,!U\,C9ZTS1`[FQP"!5%/#*9Q-Q:)3&V$_=`RCLH&-W0[P@ M`[[`(]`'71GO-,23444M]3(F0IE#G/98),A"E`3&,Y3;;!\==F,Y";\YJ&#U M#Y68>6_3]D#MR^/YM!TMV_F.UZ?[9:IT_P"7V.MI'#O\["E<]_V@8_\`9%_C MUJPVR2C'D:R;LI*/>.#V2K&*W:OFCA8X$GF1C[)(K**&`A0$QMBCW2@(FV`. M>T_AX!#&-*`>H0+$!WY#N"0!S#RT$'WX25_0'4+_`*4..OLHF41Y^[EK26IP M?ZKJP&_6?B0W]/V_KRUI,TOG; MZJ'+?\8H?;Z7R(#\?(>7\&@F`P9E^C8H9VM.X423NJTXYBAC21L75WXQQ&#> M1(X,J:ROV)4064=(=PK05!4%,PK%*!2;XTQQ'0,6GM^XOA1*9T)CD.;QSB)U M`,=,?#,8!-W3&((DW#YNY=M^V%,!$W7SZ;]=QY\N@CSZ_D'?7/A]/F\A'TZB M&^W+E[^H?'02H<&6,+[F+@#[2/&F+ZO(W.]6@W#@C7ZS%&9A(2JT=>'4P](W M-(.F3,#-XR/>/#^,Z2#PFR@$$ZG=(;XN'+@3S/#9,R77LOQF=<5S[#AXR-DB MO8JPW?X&A9OXA(6$E8IA(XXI5D8SJZ$9%21FJTXQW25@ MU7;A&58M3P`04HPF$6R\!(B7!;C1QCQL16<\M7?.LEF&7PY/\2-=7NP M.L#2\,]R"`8+94JO*V`]56+$0+M@A$QD=##*1(1HJ"Q3?OQ56%](`V!\\%547+E455>][E4 M06%G[0H[<%CCD/&H.9"1=-(U1(@D2/&L'#M5C'*(D.8B*C%LW.D4PD2,4HB` MALF\?..(?/-FX]L0X$<2L/Q-MPX?;_F6L"NB>=X@>'"KXQA7),:8Z?HF0?1, M5%SBK>(ZO;]A&P,BN>(M+1HT@&P"[H49G/#,GE!-LKC9AE&AO;TF_0 M449?BFULD>M,_*#;N`H+%%H0RDB@=,!!HFY353``4)JUH(@4[A4#NBK.CBJY M<@\>%>+G$"E$ZKX'`/#CW2$)\YP(`0I2?N"%*'!$2I%*FF`$(F'=(4H;`4`' M;8!'<0Y[#ON([B(B81Y@&R'#1^)>Q3@\$%@Q)D1=O:[;;"2/#] M.XC>UZMAAVO8]8KR*]-N)MB#R.'(-UR"?L?> M#>.=W:_1P6+B(R=3K1'-;K:HP92JML>Y&*6CS16$LV%]56@(I('J;H5(`@H` MB$HM&[T#O&D>JFYCX]ZZ>.XQ@X2$11%PI0`"DR@W`H``!L4M7LI0VV`-@*`=T`W'8.7 M(`UF-C7(%VQ;PW]M9><=V1_4KI&<1S%G!VJ-*V4F*\M8>)K(5:=R\$X>H.TX MVPL8V6=J0,VDB+^!E`:RT8HA(,FRR4.I`.F8#)J*I'V,!5$%E&RQ>\42&\-9 M`Z2R8B0QBB*9R&$IC%$0`1#7R`R;@V*T!+9F58'7LOB+>S*.05%8KA9OXH(N M7`+F%\6&TR1INP M,WU]QXP?J7&U.W@2$RA*`_62FE9MZX1E1?.#2IG`.G!CUQA2L6NH]H3Q]0V: MD<@,,T9=Q[GMAPFNY_(AJO;[!5Y:Z6@]:B,#Y"MOXQQ>/EY.(=$:T23CX].+ MK[IK-'2B%%(^49CK\G;D67!PN!G"X-P9@JY56R37)>',VWG'%.E\OHVY60I@6:R-*K=J?C]K+R"=&I$;2G-7I354T= M6!MWKFNS2 M;R2%\M7)DC<&4U&LGK+VQDLJB"B9Q(H3)J^<52DSBO)6'L1&51S/5!]^+>`,2X)>*/5;$\K,5!(NF(-'[9U"QOBV`S-9FK*&::T2J0 M*KI.51,LNBB=!`ZRJRHMD%3^(H@T(JH=-JBH<`,JDV(D54Y2F4*8Q0'7B9(Q MW,<],J[%W#@N,*Y!_(%5@Q=$,DZ4@CE=`$$LY2.=)RYAP8+N$CG36543.8#! M*KARM9WM/9%Y4Q+339*0,=V",MDAS#ML?1T/G)Q(.YI5J M6O,S_+M%1J\A)*.Q%BG%L[$M!.!=..ZV;E(@Y54(DD)RP>IM4T6R[)`SA!J[ M251>HM7KYH5Z@NHHJX1?G;.459!!RJJHLY2?*.$W2JJBC@JIU#F-R+5(QDC' M)X@MF@,6Y53*+$;,@[G[":I*'.DU:"!$P.V;)I('[A?$(/=+L$^X,_$-7KATUB3"B(H=Z,0:F\$12`?"$2Z]H)B#I!YWU_:VZ)6[9 MU[4Y\=HW*8IRHLU?&$S%,#D(H";,4"^(4BG=[Y""`9!<96Y^,SB_((AW$.)G M*J*1"E*!4TPE6JO<*4H`!0\59100VW,HH6W7UZ:S_0;))=X$B`3Q%3KJC\XQU5UC"=5=550QU5EUCB)U%E3'54 M,`"FMT76ES^#WA_),>>^5E.?(.C5C[A#?Z]^7KK=&T%I<\@(X M6RJ`=1H%J`-^FXQ#D`W^D??\!U^;%V@O&/ASB.;TYIPMUR\62[X;EKC*6>OW MBL(UQQD&M-UFY+;'T-=O899^-CKI(1>?;-5HL7DQ#-'PLF+H[=PS/^D_G;^< MQE/_`)@VG_\`E+G7Y$,$0&EUG)!H9=J\9W:Q/F+R/,NWD8^09VB07;/F+E,4 MU6KQHJD1TW7;J%506(FH4W>`2E'G5:;"N67S#(;:,>PH1,):LG1=Z:.5S$=N M$X:6EX=^D@DLT6*R6*@J@5NH8B_=24'O@("=(JNQ)Q\<4TC7+6\P&V2/!EN= M-HKAM<3)2KEBJ^MUG>P:%?>FAQ4DHPQ'[%DN:19,7P?)[MT\4QRC/'1;#EZ`2=7:+H;%HVD9JN M3#B,J[DSM"4-869VBYA=MWC9E*,GRK86:8N`LS$UBL1$^F&.&)X8J9BV;#+*=K,_A+'M0=3$D:SFF*VWE(5/Y10C5X]^HS)%9/UI,CO*#CIRY(1W"3F?'ATA4F8.$?6AM2Z*W80%3KETDZ2C#JFJMW?,HIK,RTHQBG!SNG[Q]), MG$FDN1Q*Y+SPHZ?(J$61>N3Y M'?"X=(JIE*15)PJ)UDU$R%*8AP,4I2CMJ6@/<.W/;X;^_EM]`?UWIK!3LWXE MC!\)]481U=855'\>,J.58.-CPBV31XZNCQ5XHG'ANFV%PM^NG(D!$A.(B0A? MG%UG7OUV#D(]-]O+GMY![_CL&@>O/IU#H(;[=`]P[>G3RY:Y\N@\]]O4>6PB M/NV$=MAV#W]=<;>6X^6P==P$1]^P"'/T^CGI\!`.0\N8^@;!OZ\^GU[=`?'8 M.G+U#U'KUY=.?GMYZ;!N&PB/T=-O/KT$=_00Z_%M^<1#?GRWZ[]1^'EZ;Z!R M#X^@AN&WU^[;?80V$.6^^@[;'W//&$-^OXS2@A[_`-C1XCS#D.WNVY\AZ;:V MDFW-NW'_`.92_P#X"ZU;<>_S^<'[[?[9I0>@AM^Q8\?JV$>G+U`=N>TDV_E= MO_ZE+IT_<%Z:#W:UBNV(XIL!<+6:B3F>4;N\8V\L;"52+H]<)/O)*4CJ3'OY M))\=>6AVD8V*Q72\)RY+#$S$6Q:5<)V":W!#+&.KQ%IBT MBK3CE*15:J,7D0HJ\>M+)6'*IX*WQZ2[E=E*1JR;YNV45;JO9E>S6SLI"\-? M%QE,(LDB_JL8RMP5YJ=5`'R,/59M=E'(NA.8PK/R,ETR*$3**9SHE$5R@4Y< M!\?$ITO`GH5]*_;TV:?I2"ZHS7.C\I;-P+'72IE-S.P0VKV"<.\2^),G8F0A4;,Q6E>O\`'YYLUQ?5=_ZU M53*F)O&]ZWCJLOD.]SO$[=)#+T=CZK9'8U.4@!4B;)'SJ%IQO*04?$3C$ M\)V"()W#D1S9X=`JZ%D)E(L*1F>MX ME/!UVG<3CNR1&:N)*%'.7"RVK4A%66(K.+GLM,57(L3D*3:^SQ,R_;F*6.^0 MRQQ)*/LTC'335VW:+HL*Y*JB,I'PAKS7F]6J,R]581-5ET[,0I9!8&:$<853+J18ZQ4[_QTRM(2Z/+=VV_"@L@O M[/!GM,1*IQ+N11DI0CZ=ALH6`KA=VJFG(R9$6DP#=65,1)J[>'64\(K@YR)[ M9"?),F_,!(`=?,2@`AOL([[?`?7EOOK0<+5$:LN+WAYDY2MLK"NTR.F]@[PN MJYF'$8;@.X<]]OH'7@4_<4*;?8"CL(;?TH M[;^?/;;ER]?(0U]C@NY0.`\RCN(\_P!SN&X>O0`'S\@]=_B$/+;ER`0Z[A\. MH]-@\P`!Y!RT':@(B`"`AMMON&W3UV#F`<_B/7TV!OZ#ZB&WIY9B#L/K[A#;;GZ^_7T[0^P/NG M4-FBVX\_AOR'ESZ>4N7`('^MBH77_8E=^8A_4&GOU$:^#9B_WZ^P/?L:+@/F M/+EM^]RWERX!!_UL5"Y"/ZVKSW#_`(.S]^@E&TTTT'S/&;=^T<,G:8*MG2*B M"Z8\@.DH42G*.WJ`ZQ#E.!/APF'[F2?42-6=.U3K+'.@F83**&$QS"(@(B)C M#N(_PZS%TT&%7ZG_`,,H!_M`C/7^5T_S!Z=/SZBUXI.&7`2N4WU<@*A$)15/ M9M8DP)-R'!287(5_+J''N@`*(*+-F`E#D46@E$1'<1V!++.M*Q7IRQOSE(R@ MHF0EW1C"(`"$>T5='#ES$3`EW``.8B8`#F.M?^5FG\Y*2,U(J"J_EW[R4>G- MN(F=R#A1VXZB;D"JIB$W$W=(4H`([`.@PCR]@;#E"QW9K&TJL2:63:DC*^B+ M5,!7L4TL2,ATR`!1$QDW*X/!``V%-HIO\T3:DT[/SLSL#U[!L#,6ZE1KN>L" M!7SE59JF#@_B")Q,IWB@;[>ICDF+S!0F$"7MO\`;OR]==FW;^D`X9>>]`C.8[_RNEU^K7/Z M0#AE_N?QG^+I!^0H?#X:]/9W\4E@XQ>$?%F<+O7(.F9*E"6:J93IU=?O7\16 M\D8^M4Q2K6UC_E1%"58Q\F\A26*+B94%I**B9M@P>/9%9`9!UFUHK"O](!PR M]/T/XS_%TO\`-^/70.`#AE#I0(S_`!=+W?\`H^[6:FF@PJ_4_P#AE_N?QG^+ MI#^4HZY_2`<,O]S^,_Q=+\G=V^S6:FF@QHQYPDX0QA.HV.HU!E&RB'^Q+HI$ M()1W`=_FAOR$.6VPAY#K)?330-8P9-X0L)9;GU++0;:?J=O#%S M_P!0[+G_`/,I?9RY?O\`/GK.C308+_J=G#%R_P!0[+TW%!(1V^K;?W[#\-N6 MGZG;PQ_VCLO+^H)>NX^7G]0>FLZ--!@O^IV<,7/_`%#LN?\`\RGRY_?IMI^I MV<,7]HS+_`I?DVZ>[GMK.159)`GB+*)I$[Q"=]4Y$R]]0Y4TR]XXE+WCJ&*0 MA=]S',4I0$P@`TO:[Y2:*P1E;I;JU4XUR[28-W]CFXZ&9KO5A`$FB3B0<()* M.#[[@D0QC[;F$`*&^@A1XW."?AYJ[?'D7"U!@BH_<6.0>%,BF)A39HQ;5J;8 M`Z>([<@`CU'<`'KO%EFKA4I+`SQS$MUE1*W3`3&.F0PB8!*'4WIY;AOTVR M'_4[.&+^T9G_`()/][63N(6K>+QM3(\BB0>!!,2]TJJ9A`?!+N&Q3#[M_P!_ M?5RBF*8-RF`P=-RB`AN'(0Y>_0831G9^\-D2_:R+.E-$G+-9-=$Y4DP$JB9@ M,4=P#?J4//J'GN.^9D;'-(A@TC&"0(,V2!&[=(O0B28;%#ZNNONTT&OI^$E! MOP'4+?I^F@QW_P!Q,I!^?6DS2O\`;C5.76Q0X?\`[^C^7Z_?UUNS?A)7]`;0 M_P#I08[_`.XF4?>'P^.M)JD?[_ MERV]/HZ]?'P]_+XO0/?\.?CW?,-Q#W! MN/3?F'ITW'?][0>CN>[;?;IZ[<]]^?WVZZ=ST`?B.P?9UZ\_L$-70K>(,A6S M'62\LP,$5YC[#Y*\ID6PJ2L2Q3KP6I\,;``+%\];R4D:2?`#9(L4T>&24$!7 M!,@@8>4,09"<8AGL\)P1/T*ZS<8R@35G4EX=(S:WS"39:-A4H95\2<>*NDWC M7NN6<H_5_#]_R:"0?3Z`\NOKMOY>8?#;5R\F8KMF) M)F!K]R-72RUCI4!D".:UZT0UH\*M68[TD.M**PR[A.)DG`Q[H58=\9*0:E3* M=9$I%4C&MR;8I#''F4"F-N`@;<"@)MPV'81Y"&P;[#OOMTT'J\/UZ^O\'U\_ M/?GT#7B!.8?U^8`/+??\G+;?T]X! MZ.YOOOMTY?'W[A](_?9W//K]'/KM[O+GOTY>G/7O$NPE`?F]X-P`1#<0]0`= MA'Z-.Z.X;\MQV`1\Q]PFP!S$?L#TB3\_T]>7,>6_(//Z=<=P>?(`\Q^W MT#S].>VW/J&_O[H[".VP!OOORVVZ[[[;=!^GEUY:^^+B)6<>HQL)&24U(N>\ M#:.AHY[+2#D2%$Y_9V,<@Y=K]PA1.?P45.X0!.?NE`QBAU0$Y;CU_?#I[AW^ M/3IY:`3F/0`'RZ_;L'U_7OKWG3.F8Q3E,0Q#&(D4P_)RVW^O\`*/+EKQ`@^FVW+;;8 M?@'IT_CZ:^GN#Z;<@_)^8??;R]?=H/G\/;TWZ??IL'[W0 M=]M<=S;<`#X_NA]GY0Y;``;CSW^``.X: MX`HCTY_4'D&W40Y>_P!.?NT'I[FWO'Z@]WET]>>_IZ:`3IO]_J^KZQYARU[N MZ/Q^&W7RW^G??X#\=<@01#?N[^?(>8!Y#]//RY;#ZAL'S]S80#;S#D!=^FP< M^?GL`AZ:CTNP"%QM6^W^V"6#Z?;%1]/3;*[[^0^[UT&Q5^#WC_),=]/YJRW/?F(>RL=^NX_Q M]0UNBZTN?P>\?Y)CP.?\U97;;H&[5B&_+R^G?EN`[!K=&T%(7^LC(.6$@Q=.F+YJX:.5T5*8SMV89K)BN<87W@PQ)-4ZOI2EE4K;89BL1BCYP M1DD]DUOQ4;PSA:2(U9-4F<@X67>1S=LFVCUFK;O)#N.:HC)C!.4QU>XY4@*$ M>T^R(=P0`0$QX=YX8[#Y@H!1#W@`Z#0@K_`=B6LQ)J_`<"N+XV(645,HS2ON M4%$S&=*$47$5',NNMNQJ@9E8 MRLY9LQO63D532%9D5ODUX1PQF&#IFX9N$`<-U&AT%$E>Z8#CW2CJ7M-3=),P M``"*29Q'N^8IE'SY^8#Y\]PW#IK*OLP)`&UXX@:Z(`0$+Q(O44PZ%2?%2?E$ MOH!@<=[X#ST&!=&X+<_XUK3*GTC",-`UR.5=KM(U.Q61^";A^N9T]7.\EDY" M0<+.G)C++*N7:QSJF,83;F'>KOTM/%8`?SJHH.7,0EY/_P"'#\?/6R[IH-:+ M]+5Q6#_YJHL0'GM\KR?GS_L=]//ST_2T\58?^:F*#U_;>3Z?]7ZV7=-!K1!P MT<5@?^:J+_ZWD^?Q_:[[[:?I:>*S?^=5%?#Y7DO/?_B[?[=;+NF@UY\.<*7$ M*YR[CVPVNDM("+JDLN_47:O';L5BNB-DCE4!PV0!,J94`,`D[W>$P]X``.>P MHB02))$-S,1,A!$.@B4H`.WTAKV::!J"[M3.SS@^*JTP5PL.+6.94HY=!W#0 M4G)3]?1K<@6$:P3YVW?UV1;KO5)!HR1*=-X@*2(!LD7?O14#"LN$.C/(RJR MSR;JS:QO)&W!69*0=(/WRL`I:XV95BT7,FV1ES,6QRL$IHAIENU1DUG#I7;> MV#T#Z@TV#T#Z@T&E!*]A]C2;NBF1)3@3J;FZKNCOW%@+D')S9R[?J`L55^\; MM)9!@Z>K`NKX[E5H95<1*94QS$(8*C=]C557R3A%YP2U=R1V1JFL*M\R*902 M,@$&Q2*!(`HD"?>$1\(Q/$,`"KWQ*&VYYL'H'U!IL'H'U!H-._'/93.<1W,V M0<=<);&LVP\HE-G?MLDY(>M#3"#`8I&5^1)20?0(2"<<8S/VLL:58[8025,< MI2@7*7]+WQ3!R_0<;\MO]W'O_P`'\M;->P>@?4&K>9(R?4L61+&5M"KXQY>4 M1A(.(AHQU,SDY+KHKN4V$7%LB'664]G;++*K*"BT;)D[[ERB!B=X-=8W#WQ3 M=TP?H-MQW`>7RZ_\P$-N41Y?7SY;ZQ.GY;B(K\O6>&>ZJL>[WTI"]7*D41! M0![W=,*"3RSODB"`%'=9LF<.]MW!$IMH_LTUW,N2KD]NC6@XMJ2S]JV0D8T^ M40L0*O61#)%='=L(!@F591K[.FLD#<.:)5"B'>$-!#Y#W+.CJU5N`<86BFB= MG>*Q3=X:XOS"20*CXZ"`IGKQ"'\=$JXD,*A1`R(E`!WY9A%X?N*0Y2G)AQL( M&`#%,$\^$!*(;AL(1&P[AY@/,.FJQM6,\W%;,54(''Y96*F8B=B73:XO$BI/ MHA\DY$0$\&X45(JV%PT4(F0!,5P'?,4H<\],<=HU`G6L50N6'LAL)/&4Q'4R MXRU>=U>RQR$XO7(>RI'0;K2<#+NFRL1.1SKOM(]R()JIF(50H'15254N%H&FFF@: M:::#$?C1M_XNX>7A$5`([NDPP@@*`B"@Q[8PS$H8A@$-@,BP2;'`=RF(Z,0P M"!MM1!%/WC%*`_..;N[B/F80`NW,`WW$-Q]X^_6<7'O;%'MXIE-;G,HE`UYW M/.DB`!MGLZ[,V1,8I?G=Y&/B3F$3;%*FZ`W(!$1C$<($^/ M>4EK=G#ASN?R.YE8$O:,\-4>T!!PDJ\7CX>!RE5J]'Q;`HJ+G4^463N<%5;JU M^%0HU;E4G4^;VADS>BI,5J(?34PH^=6BRI,D1%/"'C7SRC3X&B2L1;(;)U-P MUQ3\-%^QYE>FL%VU2M3N@S@H9GIT,JDWW?N,)EKD20):Y6PU6$AOV?B#!$/+/D8"*E95_74V4Y/VFG$B:S+, MR-S&;I.8D2,$DWCFIK?*K[Y6<$Q\_-5Y?Z;:78SO&+OAWS.$,L1:NI<6V;7% M:`&:+)=&%GVU*M2*3U-(ZO?>BZGG:S@5%W)D15!HDX5;-D##+MJ'#L0:Z%5X M3+_"*-O97[#BFSXTDTS'=JKD=L)B#CD&3ET^'VQ\K"1K-A7B2#HI'#YM$(.E MB^(JPN&R3D$S")3"D&X;@`AHI\.V:^)W/<7 M(SF9,Z9+R,_*H[!->?LCAPB0?GE%5LU0]G9-P4$-O#;-T4TBB5)(/#*!=;FG MX3RX4;=DUE55/]T&0,;`&V^^WMLL([`'7;;O;>8!U#J&GAP>MF$/2Y8@))D% M%8Y>0!N`G9H+"JAZ=DZ9;5VS3#B=8MI*L4R5D(E5E[<*KABF1P`HK)M%R)+(KF3,D51 M-%5.5K!/!SVAW%CPRT/B9Q8RP)9HB]13J3A,?BZN:%]%)A996N*)&7EF3.E, M53&AY"08EJ-^+VI"D4Q"+XOS&X!7Z&_,_!7V MD/#1P]WGBBOB6&:[6,8PZT_-P3&X71:YMF9)M.`0\!&`^5:D20,Z<-O'9(W% MPHS*N)%1%5)4A-C/\'UR;+WCACO;&9!1=REDJ2G/;E7;ATJLM)5^K+/@44$-\ MKR*J[['[P/DYM^QU&Z;V4Y&38F2R.BE[H;% M562CJZF?N\MA,";83#L`;E+OMR'16R3IIIH-?/\`"2Q_UAU"Y;[\4&.PV#KS MHF4OCK2=HP?ZM*EMSWLL*'0-^<@@'+T'T`/IY!K=C_"2N?`=0@__`+H<=[=! M_P#D)E+KOY;;ZTGJ((C=Z>'/8;/![\_,9%#\H>N^_P"0)B,1Q6"W+2R.,UW% MC410<1R==,\LWXOE?]]N^5D"$`6S@78HG3:[B4">%XFVX^(&U@XMP>0CF4@9 M($S/6Z3D$R`/<(54!.0I?&[JO=\,2]T3@!Q`>\;F.JD,F4!,(=\NXCN!!ZAO MY_EVW_)R\.Z0=]]Q#U[I0VY=1'N@/J/H/7F.@DSX2'./6'`%VCSK*T)=K%0D M2\.QY^#QS-P%:NDB7\=URQJ$'.6AA+0,=XO(,'*1HXCM)(A7"B*A/N MR!*8HE>R@RNXP_2\HT:%2XRL4%D&&5;M3+Q..9HJ5;4._C9.D0D)'M8SV4S5 M%)FY;*O2NT'*XKBBLB0D>T=DC(,'C?(>(Z_;'<)CK+2]94R57&L77W06TE.D MR2]>;KRLI$OYB(182)`<":OOXE9T`F2=K+([)AY.,E9!5Q4_PH MS)$[34(FO&3F+A"I-DHJ4<3KB)6LS5-F1FV_:^,F&,Q\?W#?1U\64UO22<`]'SO8L?5JO1,`QRED9D>U(&5LR48R2-/O9=8L>[E# MOBN5I0D0BV>^TLUGB*^)+N9_1G[.7BFS_>>'#".+(5CH&M6)-O(3JY9M&WJ/G M-AA7SB/XS8[*&$+CA:"O?$AG"SY>R3CNXY+RSGZL4#%=:J5+ MQ9((SR#F+9KS4XD9Y.RC>-CD'2K^5E923E)$8]HF$B$PF,8VKM+<166YM//7/B$(Y76223(2S+E=[)/Y:8E MW[F7F9Z;F['-RCI)FW<24Y8Y=[.3,@HWCVS-@W%Y*2+MS[.S:-FB`*`BW030 M(1,H2><7D[`<'3W#>!L5X%X>9>KV?ALJF1+?ES,N*F62[OEBW9`^7XB27K%F MD9:*+56=0/'-)9H%>5+_B?@:)#XSA8IOTG58Q\R&-7CZC9K[2+'8JP MT(Q`&S)*,D2%C4RD".!J5)$$OBQWQ6\2>)J9`4#'66WD+5ZH\/(U%E/T?&N1 MEZ9**)JI+RE(D,CT^SR-.DG!EUW+AS`N6B9GJZ[P$`<**',&?#JG\'/#;QJ\ M96'K5.8TJ(L(2N,N'&]YFHRF8<,8>NURJC"Z2L1?JBO+(-Y).`+-,F44^L+] MNWBXA#P)"38.SE6?78X0ZAD_#O:I5:KY*@^'AQ(9!PY*3M=G,(X^AZU0).DD MH]@=0E^QE&QKDI:K,7%W#KL[:^00$THU2>,$$/D^00?KQ$8^SKF3%[N^2E3O M0/)S*+BV3R-CJS`UB-A6=,A:2@G*N"I'7%)/IQ2,.^X`&P!MW?<& MVP[CT\QVW$3<]]5_>KS<\HV^;O>0YUM8;5/J-C/GS"KU&EQY$V3<&Z"32NT> M$K]?:&-^N.'KI*.]NDWSA=](N7+E4R@4H"9-^7S@Y]1WVY@/+EOY^0[;;[[Z M#J_#-MN9?MV_+RY]`'\G("1!#S'T'?G[^6P`'IS#ZN6@ZKPC8AH.L\,=_4`$1'?8/,0#8=Q$=PY?.#; MNB.P[\M`1-N`CW2\@WYB/GWO,`#F_O'0=;X8^G>Y\^_MN/SO(0$=N?,1Y;@(\PUP"9PY[`&^ M^X="[<^>X&W'ZN0#RZ@[?`-^>_K''>0VNEM#EN%BEP$` MW_X:J(COZ=>73SV\]27^&F`EY&#F&_H'/?<1$!\N7IY=>>HT;WM^.UNZ_P"V M68V^`/EO/UZ>7+0;$WX/AO\`HFO/7Y6E>OI[*Q#RY!Y_3OORUNC:TNOP?`/Y M)KSG_NK*[=/^"L1$/<'4/?S^C=%T#33304]:IY.M0;N95\,$VIVI#G5`YDTR MN7:#7Q3D3,4Z@)^-WO#(8@G$`+WR`(F#!20XX(Y^+2NO,-9X1/95G$&LX;XF M>.(^-0=M;X&WY*PC'9LC:+9*?'M&!(.3-!J*M%K8Q55,N^BXZ99RS+NL&S658NTER MNB.3FC&X8G4?&>-+9/3-UCWJJ$^U6L,0VAF):B+T] M?B[S'QBTM<(%O,-"H.#S,"BZAQ>S$LW+`1:ZY(@[M"00DD5[P)X]O=HH5,C[ M=>YBLW6*1\:P2]'6;-`E7)N^1))X(MR-G!B(`W.[,BW3:+2`.5FZ";RI(&YU,7;&N3PQZ,HX@Y.W77%U/ M"5CF3E-9LM+H-)QVE%>THKH)O%TU56ZY4_"--WJ`[\(79%D.#RMM3%*?VC+. M(6Q2G[O=\1?B`P=X?>[_`,S8#E*8>_L4-N\;YH#H-*FP=H;QNVNREL\]DCB% MM4DBLH=(+"2V3D,0ZHB!_P#4TXB%:N(]13*:(,1,-P2`G,=>^W<3=NS*I%63 M,](&QOV7E+HLRK.Q,VZ9382:RAD$K$Y3=,2&E2S"K-N+63`$6KY(I$7D>B M1-D]CBH`JBJBDF(Y:W7%JD15ETTY:<;R,*3D2+LW[9..5-&5VPG M<+*F.*S%HW8'<#)MF!%"^&(HJA^=`QXK,H8=;V)/`D(M3"6H\6G8&\'PN1U8 M5?IQR#P&IQ=RT+93-@8*NERHHQIF0+"[\9;Q5$0$EJF7'QQLT.3EIZLY0SK7 MW4@L>2DFHQTT]@'+GP"(>T/*O-P+VMF3*@@DCN:-113;)$13%-),H%_3>J., M7<+4(F,1:J6)=W&I/E96_)JR5E62ET`>BUES%B8D_>:).?8@;KQS%VU(B*#Q M$KHJPCC?Q#)VKICS\+*=BYGJ,H#=`+`H,F5,W>,V,X>-VYC(K"(3K:UJ^P,(8^!JF/A$ M(),7<-9Q4*0_B.`;8>QGWC+".X&%(#"D4Q>Z5-,-C^8ZV5-")N(GG%FG3KIK M'7B0O,K4Z_2*]"S#FMR&4LB1./ALK!(IY2!B5(*R6ZR/H4[ALY8MK"O7:G)1 M-=>/R';L9J39OO!=+-$FJY5R;SE;'6-BL@N]OA*^ZE5DV\/%.W7BSTXY55!( MC:!KK(KJ>G7)CB/ZQ$1KU4"E.<2@0AS%LK:,RY;G"@VQ1B]O!M5O'*-ZS:Z> MUV.:D1<]Q-Y%8S@/:K_9"NFH>U-&\XZQNS7(=,BLNU,)^Y8!MF7!6*K\VJ=/ MHUGLN5ISY);V!_3:;-W&UL826QF<0KA=W6,;H$8-&S-LR0H4&_[LHR: M`AXK,BHUE'0L>\=1KEJ MT;LHE@@UCVA5C+"V*"#9(B8K=[;8!`M`Z*82;#WMQ#<-Q`=MQ\AV$=^@ M\MM6AGZ2HL50@]\O>*(?-`P&##?R#0?G0\:'$;AK+_`&;/ M`%PCQ:E=@\W\,=XXW\,9;QDR7%E:S*QESJ61(&[@WBH9)[!0<[--)1)Y&RR+ M*8-=:_.M&K288M%["69'`Z4=9(>+R="-9B)F[C0*LZ:22`Y.G8 MD6DK$1%QD7;]S,^):U)";6:Q[M",209NH]V92T?:A]F#@#&G:/8)X@,L#:<: M\+O$Y8[+7,G9>QO*M*F^P-GFWE8QS+*,V^!HNV6IKVSC6Y?(:,DD0%:;;LAR M3:2BB551ZET^'\FU+AVX:,>K<2>3,9X.5ID19Z9:6]TMD:G<'ECIQY"M62&K MV.FKV;NEDL<'8X%:*6BD:>L5XNHBG%61&":-5SDB*QRT;/O8\\0>.)]_Q8\+ MZM(J1?,6$^29J-AWBD#1$LRC M3O/#3L$9XLW6OS/^#?C"G6_:%)\?O"UC/*[N"A829/DF%R)%,ZZVRIC>-/$4 M>PU/'46PD9!^E)77%59B[XR;R2KEFRS/#46,9A*((3BRGZ1^/+]4\J42G9*H MDPA8*7?JQ!7&J3;8JA$96O62,;2\._(FL1)9$7+%V@HHW7227;*BHW733724 M(41-\MZS=Q&ZL=---%----`TTTT#3330----`TTTT$`/X2B^2CNS7>/7'<%H MWXA,#*.R*ID614:%L<@+E)9%0BA%4540,15(R9RJD,*8D-WA*.BK@W)[6$A+ M2QB_`CV@NC^PLFJ(((MV:K='P&Z*)P***2:?=(1,"E*FGW2`0H%*4-W;\*44 M,%G`P&,4"%+89'O&,8J:Q@*`^.X[&;I"("!A2+S)HEQVT^<1ZXK MV9N9@:1,9>J3*.T69K#8\:+O63M1-,TB2/>.+:W>(-U3E$Z:"IVR9G1$Q("H MID`_>`A0+L;]GUVI^`\*<+.#\47?A-R/D&V8G"2K:&1UWN(:]!R5BD+3.V9L MA1I*ZR;&8DW,>SE60O"-O$>Q2B15%B(,S-5!UA^)NR[WS`JK5H6>086R?H M4N^E8\X1C!JU4CY-%%U(N%F;XXJHK@N>4_\`!O5@6X;IY8QC)BO/RX`4G=$# MJDXT6"?:!XFOZMPN,(L; M'1L10?T?3ZZ"249`^X[D M+U#SV\QW]/OSY:>WFV$1+OTY``>>_78\@ZCMS'S]>?+ZOCK@ M7.X==OM]0#KU^KD'VA4H/QY<@#W=W[.H?#[?=K@9`?(@;^H[>O+Z//RU3A%3 MG`1*50X%$`,)$SG`-]]N]W"&`HCMRW$.6^P\AUXBY`IQ((E*H7F9,1[JA2^1 MC)F_7"E$>@B4`$>0"(Z"IPD!\P#KZ;^GY]_37C\H&$0^;MTWZ>O/;H'3U$`Z M]?*F@<^_;^'D/4.7+;W"`#[]<@YW'8!$1'E[Q$>0`(>OH'4>77EH*D!^(#^Y M``'GYB._V`'EZAZ:?*`\_F_D]WU?1^?7TR-(OT1/*5.6HMTC;4G'I2JM8?5* MQ-;(G%KH>UHRBD"M&DEDXU9J`NDI`[,&9VX>T%6%']6@J09`_\`6%`.>P[[^?F'EL'[^N1?]/F[\A$!V#?KMR^X<@]=]4U[2`>F M_N'ZN>_\7,?+07`F'EZ>0";I]'T;[@'0>F@J7V\=O7D/+8`^`;AOY>?O]VN/ ME`VX[$*'/KY[!Z\^O/W].7F&J;!SOMN._GSZ;=`VYAM\/01'GI[2`>?OW#J' MPV'RY=?I]X5-\HWFY\NGN#IOMO]0^[GZ^7H)7K.:M+7-. MNV`].;2R4`XMA823&L(3RZ0+H0:]B*U&(2FET#E71BU'I7ZJ(@H1`Q!WUT'M M/GOOR\_7Z0$?I^C8`Y:"I@D!\PV]P!OY]=^7ESVV]V_IX_*!^?S0^P?OSW_- MMJF_:=PVWVY!TW`!^O?D&^X?7Y;ZY]IW]/K]>OG]_/KH*D^4#].Z`>_D/ET] M.OGMY^[7(OQ`=MN@B`B(!OR^'KUZ_F#5-^U;>O'VD>>P[?D M]_ESY[?$.>@J89#_`-$#<_,-O7ZOOSZZX"0-OS*4H>[GY^7KL'V]1#EO37M` M^I?W^0@/GRW^GZ0Y:>TAZCSZ]0Y?1R]XA]`[AH*F&0'R+Y==O/GL'O\`+T_+ MOQ\H&`/W(>[R].6VWEO[M_+5->T[]3"/7J&PAMY?Q"'7EST]I^`_'^+?S]P? M$>@5,$@.X<@'F'Y0^'/;S\A#4;]Y-WKI;#?UUBES>747JH^H[;KM7S$/7??GS'X:#8M_!\!WR M:\Y;?MM*?_BK'U]^^_41'?6Z-K2Z_!\!_DFO-N7[;2OGO_Y,QW\N0CL/V!K= M%T#3330=)/HIN&22"R2:Z2\A'H*H+``HK)+.DTE$5BB4X&16(D&;]XV*[?1X@F_C`;LW<1(L@5J M,DZBUP77>1LA$/2F.DNP-(M':C5VW*<.ZQU0,!4)LI%XT2J\"TDI.&35C("U M.#-7LU&Q)XN*W9DF54G,JI$PZB2BOA'>RR<49R],\58BLE?8#%'H8H_`0'\^ MHJWS(T?=XY_5HZ4CHZZ37#A3"MX]XH M9RSM35W%2D-(OTG[)HX0*5*X$CD4]!-9WB^H?6&K:Y*,4$J3N8H;Y M)I@!N(HCY!U'4?J7$W9UY-Y$)XO#VMBWJ;I8XRM*]B60O9T4Z@9E M(A+F:OQGSKI`P*T56$P*%.MX*8"L5&F MFDS'BF*J'R.I8SR"3QF*Z6ZQ&_ZR90`*L4PF``E5*(=T!W#8`#<=PV#XZ\M0 M@9>XF;#)5]HNP5\:)?&.W=M M)"+D4G3A)/97P$5$5)$.#&W/+OA)A/O'TF_,K9;,S1<2Z@'?'1CWQ&8G7*19 M=)(RZR2SHR**ID4U'!RI;%V*`97Z:::!IIIH&FFF@::::!IIIH&H%OP@E0Z' M"91ER@"@)9QPF(H'YI+B&?\`"2A$E2[&[Q#G2`AN0CW#G`-]P#4].M?#\(@L M)8_ADQI!*(%\&5RSC*96D#K@D5FC7N(;AV052,F8G=,5RE/'5,L94@-P9CN4 MX*")!.(F>21BD2]/8Y%XA3U^%HTPS8MG MDBX))>+!@[L@,D8QE%`Q2>.DV:Y4+&U2Z4ZD<)EEC;#E"09-XG)GR&>]2YV\ MB]?3DU/!;(B`3:0UT;"Y\(B1&J[UE=$'+XS5605(9LHLP3O/C.ZWF/L>9G=F M9XW^1I%";:8PDH68QLJP]J^5[*C&0JS&'2;6-O'.H]*#D)[\9!D1++/'@(G5 M;^(8E$ELEPB,56]KD&I8SCW[R^Q#JF5V1D<;ND7<4Q8(+R;Y"8CX]S$%L(+G MDW42ZE(]N9)HDLR9.F*CF.*`6ZSMQ(U"HTO%J5G97UPTAHN#L]>LD>I5^_DI MPFQ;M#-6L,YDF\BI,B^*=!2*:OB+`_4$P*.6_AN-4G;,T8TS+#3>6OD?-V.+ M9:$YEKJ=.L4.LO3'1VV-\A1;!O*2K*26A6;DZ(+22*L8V78JOG";1V[6D"* M&0NK:)X+%@G#4@T@\?3%TAIRG/+$P8)UN+BHY$CI1&]F;RD8T-"OG+))18R+ M6`;1K:8=(@;VTI%!(6S_`!FTHUVR-+F69N4RQ*",([:B1.4FJ,R-0:ME2@77&=XC$YJF MY!JE@I=JB51V))5ZSQ3N&F&?>`!,F==@\7(DJ38Z*HD63$#D*(!%!AS.-XH!AS M7J%W;OTTB'4*`_-VY@//8=A#<-QZ^0>738.6L-P/K6GA&X@^('LS,I2YGTQ@ MZTO[+AJ<=F[B]RQ/--F$S`R`F.)3K/WM1?04V\(0JGL\DRMB)5%"L3KJ3D4^ M>4:@F<51#N@&PE'?8`$`YCOS'??;IY#S\@D99F;/$BFV(8=M_F_NAW#D._7; MW#N(!T$-?%)0Z"Z)Q[H"'=,(\AW*`!N(AMS';;??K[PU9FJ7@#$3`Z@"00`/ MW6VVV_,-Q$0'ES`>0\N7+5RG=QBF,>YDI&1:1L:Q1,N^D)!TW81[)`I>\=9\ M_>*H,V:1``3"HX723``$.]S#00S<6-PX<>.ZT<1/9C1,-;[EE^H4>9GI^=GL M06LV#Z)?X%K&N8&HVK(LDT8P2\G;8ZR_(ZK.,,Z8RE:G)SV"2EK<[?+&"GA$E@RK21 M'1F;6$(@+A9)HBJ?=,SMVJ?#]3WLA4\5IS.?;BGW@!K2%2L\?HO6X&;B:3O3 MPBC5Z5F0O=5<5J)GD$VQ#(%DVPEV)K:Y"XO86,XH\TV6\0=0DKCQ!QD-D"G0 M&*D5'K>H7RNH#6\BT-^Z?RT@Y?NK!$-*C>G4\T*FWDG\A8FSADR=`V(\7,:3 M23$3K$3W5KB_%Z.*X-I$QZY%)OUYS,I(9FPR51 M1^)CMZ9;IJ.R#1XILT5684^\3D.0Z413&1":_=@2S3-5)7+.=;K1N#W`OC%* M%VRI*GJZDP7;Q21U?BE2_C9=9=VD8#A9/'KF(L$+8(GAWPINY-FROG\= M^< MMTO'<-VCEP@AL8WC+((**I);$^>/B*$*38OSA[VQ>>VM5?L7D*_Q1\8_'3Q' MVZ(2+:JIE)OANNI/"HJN(JG`G.Y"LYXUT5=XHDK?[Y(^VSZ[=P`RS6NJLUW# MDK(CA4+%=N[QH6+BT[&RYW;]`6XXBK+>RXGL5D7NTHW7<)6P)IZ0*=5A0B&P M6(E:,NDG9K@5NSKB5E1&](FYQM M.)^'/_)P?7P\47F8C%UIQ1Q1FIK,:U/PB1R?E8MEMV,553+G7CL=L&J*XD1\ M`Z<>6T'>(J',D*I114.D<"IJ)AWE?UP%"[EU,?PG8"?M*CPC\7E>XC>&.+EL M@\4\-B.(QEDF?18 MB.N5)RCTEL08N"^(I#FG(UN0X=TH(KQRI0;%W[NP%5`QN^(#\XXCR`=M;0/! M[BK(LUP)=G;:&/!1P77>&OG'K#U:JY5N%[9LLKYSEG%BMS=+%F8HL:V=>%QV M_5C)*$?NQGK*1O'5ZMNE*&P+)BI*[X^"N&[NN+Z8K%Q,7<]=;C&7/_'Q<7U1 M<5'%P1Q\49F;FHBN^NDUI,W#+O/T/D93&G:1RT_G3@8E4LR&Y?U>E13=]@P@3CE6%:(MFS1I),FY)Y%W98JW(J/4@:E6-/9^#9J`?AXL) M2B!N[9I(QC%.)R"*ZC]);&^38+`O:\2[W@?X**E'8 MLS?CZ%M%OJM]9N+3PVKJ0M'<#6L%1B=19!.-IIC(QDJ[\%SC8R<_8++Z`//KKD]%[;MJ/ M3330:^GX24(!P'4+<=M^*#'8?71,I>G/\GQUI)501+:*X8!$!+.18[ARVV>) M&^/D/EL&V^^MVW\)*';@.H7_`$H<=!]=%RCMZ>>VM(VM#M8X(1ZEF(X?@(.T MO3[^F@EHP3@6;SHA:7$59F4"%75BTERO8E_)F=_*B3]9,R0LG"0(`B#$Y3^( M!A.*A1(;YIM\>FH/QU"%.FF9P,1(,1<"0BBA4@7%4J93G[@ M!WC;_$W41;(HMFY020;ID213*8Q@323*!2$W,8QAV*&PB83&,.XF$3#N(3%\ M&63K[B3L_.TLR=C&TR-*R#4B<.2E9M\.C%KR\$M+75Y"OW$<$O'2C`BKB+D' MC0QG#%VB%2UB,D(V,DRUUC#+>T/(R.*G(Q\>2W M^5P.KE%;B8._Q]$<-5RO7T7[,V, MH[5:,<,HS!F"L8<(.!N)7/JV:+)/\5-QF(3%E3P]*4.&2H5.K*3Y6;R';7-S M9/DK6Y:*1Y#-J>S7A!DAD(Z-3D6*RSF9:45E'C)P]Q`HTFT\2W!G6HO%VJJUMBNXR M#2F+F2<=VJGFX1*!<6\' M>).*;B.',5Q<9[M\I2<)8&PQ`UQTA?7Z$2W2"F!4AL MBED)3171,8XGDB0*%?4213`D:67.(?*&K9XSXOJW&<,]9X5\_P""&.?<=X_L M;FXXMEHC*$QB+(6.9V4;.$)QG#6AI6;:S?UJ64D)4[B*>1:'=3DW*:P/C)QJ ML8%;\/6*KLJ?,SE>F259DXH3=6!@ZZUBH@S"QF(NP>O)!ZHK*&.V#Z^&;A7J6=<+Y MHXHX?'7$7D'&U*N=4HN)^'^C6C&XYSN[ZR159D%92^9*SMI(\7%JQE(WR[P>!*3PT,^+:U23EM6Y'+4%03M MW:4EC=^C'G6K2=^B)^-DXEY)>R"R!FU,JE'J/!*JIA?C'BXH]$HV;<`3?#3! MWGA'R_98*R,<%6'+,ZI#9.%EWU1]F$K6/02 M5*5O(#,?7@3C'IG#1FR9ON%^%^K5/$]KQ5*XBR)ARP97L=YDLFP%@>KO9F7L M.1%ZK")PLP)`81T0Q@ZH>%9QS1XDX26=2JSMJ&4V1K!B>Q=D*-APO7LJTZHR MO:"X]=!5LNSM2LUIB72]&042`M@I;2-BI!@_B31;\S9U&H2,3)KR,2YJ"`;G'H'IOY>OP]-O,0WZ94Y9XQJ]=^&I/A2Q?PSTS!.+F6>:WF:& M6B\IV_(5E02K<&I%#'662M$"@M:)R85.4`EF[Z%BX"#81D*RAY)5NO*.,,_: M@Z`;F&V_/X;]=OL^CD.@J0'9_P"O,&PPC M[]O>&_3S_-JG/:O>/KU]_KN.P#T_)TT]J`/Z?GMOL._3KS\@^ST'KH*E%ZIS M#O[\N?3IY^?+WZX%XKU[Y^0<]Q#;ETZ=`VZCOJFQ=`&_SO/ES'ZN8AS$-O>( M[^0:>U;?TP@'Q#E]O3XZ"I/;%.HG-].WQ]0'RW^^^GMBG]>;;J/3X]=_/^+; MGO3@.N7[K[0WYAUW'?X\AZ^G/3VH-NH[[[?N@]!#?EZ==A\^7305'[:H.VQS M0' MS\W!QY!N/(?+I]`!H-C?\'O`!R8]\_VUEA^/[%8[>X>GEL'VZW1=:77X/>&V M3'OH,K+`.^W_``5AS\N70=@Z`'QUNBZ!IIIH.GFP*+9J!]NZ,I%][<=@[HOD M0.(CN&P`3O"([AL&X[AMOK#&>H.`%CU:LUIQB5Y&,:FTCJDRE MF5VY(IW&V5RI*-7,PYD/9GY'+B2%T"[8BQR)()(YFS@@#5L(B0`"3C!$RG^Q ME`'B0B8^XAN0H^<4.81RC8ZNM"T60C9KL]Y)=I4X671OQYQE(=8(]%Z:2!+Q11*ORQ M`OE?ND_CB7=1>,[6VR:SD6456(>T54^4*T_JS9!Z[(>5?N,-5=W%"S?"@@@Q M;N'A$E'2[Y-,2$%(\O?D8/$P6%-9=N$;8K149"(LLR'FEYI9KBVR.$'7M[=JV(U M*Y<)O&B2;I=Z*B1&Y=B=KFIG#0K1$N,<]O%6K-DFFS>TAY(6)WXZLJV14<&6 ME>\Z<'/$F5?.3K>$T)(1BSY5LF\+X?U#G@I748@?#V=R(29SI!(GQZW$>*-1C_`).,1R9T7OE((:V&44^(N'Q7"O8+`>3& M8G8Q>,:I4%(*JP;Z3$[IY\G3*T+76X5Q)VF5:0>$@&KK-5F)X"S.7X+RT3[(X4561(S=*'12*HJJ)DB MD/XJ@&`XYP5:P!:8)M-_(EBKHNE'Z(Q%IC30\XU,Q?.6!C.F'CN032(#A`+CZO3%5K-REU7Z%Q'K;&/9JH13]0DF$>/A%1\54#Q)'(JI+R)VR/LSLYR-U1JTJ M<=]ETM)XK5E+MDB?=Y;CTC/K16,9Y/A[A'5YI*6M1E5C)I5R&LJ@_+M:/'/T M0FWD9)(KNW:[J-3&.5C=9=<'O9H8.D\KW&#SY)9+COD)G[-"8WL61E;"VFV+ MF6GT@OD;*TI&J_C7'MTH6)C$693'BX=U9D)28:*N%(Q(F#.4\:,K-='=V M=VQ%XUMV+HN3:&=)?)[)<7P>"@H[?K*=)],_Q'3GRE<3*/9E89>\0>1JS4YC M+CZB$@&-E;PU-RV15N0;,)@^0(*\R%C6DW%;AK6QI39T%F^2;4T8, MB$*]C`+A#EKLJ,VMEF+":I/ M+F9VLUM=7F!?KJ3\)E5XU.WRLU>B+V"B$'B3C\8S)H,&_P`2B# MA<1VF9,R@CR*C9#=12$FI>1JBBKDQC*1-Z3(== M!M$$3/<"(XCL0Q6-JIER>R15Z]CFY0$/9JS89F50;I3<5-L49&/+$M4_&D9Q MZHW7(3V*'9/G0N"*HE0$Y1)J>+,F)J1G?%60<-Y)B$IVB9,J,Y2[5&*%3$SB M'GF*K%THV.JDL5N_9^(1]&NRIF49R+9J[2V41((?F$DP!Q@8RXH9Q^-?1LLY?[7^L4=%VTPS4BSB:*;@I;_DE9U7*\)R%'PW,+46ZB M=CFT"B(*E&9=5D%D@`?91#<`AURWQMY^XH[42O2D[>Q[QP=BB0343;%MEUE$$JOC MU64%)(RS&+E0E(MFNGNW1=$,T*5$]+8='&L9'2''/Q-07"Y6YXJ:D/AR"4/; ML]WXJH%!&-@,3451_87;QT(%:HFL:Z31)00\5),A3&"0SA^[/+BBS[,8EE.% M7A2+P$X\Q]>HS(T+QI<:;.-OW%+:$VL38J?(-*1PN]Y>`J4?.P,](.46.3#I M-R'1@93PA,@FF38DX0NR6X(N#-VC;\?XH:WG-2XEHC[QT$17# M-V,?"KA*Y-LU9B=W;C1XEA;J`\SKQ3RJ61I%@\<`L5VXH=#?I+4+'3=9-7PD M&U>A_%CT.\UCW;9JH9#4N*#=!LBDW;(I((())H((HID22112(5-)%),@%(DD MF0I2)ID*4A"E*4I0``#7MTT#3330----`TTTT#3330----!P(;AM]Q]P^X>@ MZU$TIM^?&T1+V/A+XN'2$KDME&MQ72JLO'/7:+"XPY6Y#*A-5].8 MDVMGAE$%#ST%(O%V+CY8+!)N]N_4=?:69QX,\.X!EDN,1O&V:OV1!^VJ6.FB M3![?;?-)M%$U"TEFZ.X^"AF9CKS3])H!BB$4GX0!Q/XRRI MV-LSQ'X$N]0R36&.1,17NM2T6]3EX@\U4[Q$RR,+/M&RR#QF[9S#`(Z=A7H, M)1FHDZ;+HMUTQ`OYUF0>T?S;G>[7R\W2%QBVDY>->.FD0PKLX+5T^,\:I)L6 MRKNR+*%\-NX*[9'KF^JSWRZI+H1WXTQ]*(T2K+.%0=.EVX2A5`D$D3 MD05\$J_2>*^&LW>N(C$<,:1,748KE4XN7&>&?_3AF/HTJ8F9F:CB^K&)SRF: MUQO>#F=^*7@1LN+..ZL8_P"$S(=:O.=,IUNS\,]HD'BCBGBXIX:F*B(N:B)F8S,1>)K3%13-O333671KZ?A)7]`=0]O[Z#' M?_<3*7U_4/PUI$P`]V>MW;\)*_H#J%[N*#'0CSV MY?B)E'S_`"^[<-:0L.;NRT88?Z1^TY=1$`7((!RZ]-M_4=!DU[6;<=S;[CY@ M.^P#ZA[N7+U\NFN0=F`.1A#<-NO/\F^_OU3@N@#SWYCOOL'ET#F&W7[.G/0' M6^P[=1^SZNGVZ"HP=G$>0F$1W\^OGR#J&X\P`-N?TZY%R8,Q9FW*F9[#EJIIY*@!/M!LR6#AVPA@[('";,5*RXHG,'U%]C\S2MV.U3,$;%.1$U9 MR8;7659Q\2#8TP^:LIA>??D=$*U!H@@KG.A2>%2B<6O9R\-2'!I@NUL^*7A8 MQC:\R7:YMII^^24LM/D+@P;OH7Y2C_E,7K7)MMPM<.7$#QI]F'&O,2T7%=/X ME^$22S]E['&,T7];I5IMM-CFDX6`AXX\@J\BHR;4?F921&KY.3=5Z-,DO(+2 M)59!4-?L7)O,1+S$`Y&#?GN(;CMS`//8>0^6O(72H!N(F`-A'W"`[\Q\MA_K MA'8.O74I/$`OP;9$QU5:/#WG@]BN*`>+ZN4-C%\)&/LWYLX,L2\+/#= M2Z)0:Y0Z[!9)M=%G[#Q$2TO,5&K723R0WR*ZN+0I59$[US`1K8\'(1KMB$PZ M=D]H6;-XP([8Z#L,E*UZ%;1;Y*0M3D45(I"5=3,BWB(\6KR2(U9G:+ MR#E%N>0!?V!`QC'6W;"^1K?BC(D,C=EWCM]B MO#$/$WKANX6;I+24+3Y!O:F=>GK\A7W^(*U)N[,[;1.(/9I(RRM;4BI"5.X1 M:>+801(9)3N)CAOX<<9\2O;"WUC@.BVZJ\$./JU;,*<.Y8U:.QBI8[5BV$G% M)>Q5J"%NO+0,),-74J_CQ4!NJ65E7"H%<)Q[AF$%OM1^6XCTY>7>Z8^_7/M*A>O>#;<.8"(!L/,.8#TW^C?F`;[:EDLM`Q)F3A"X.^*Y[B?%F,LF M6/C>K_#!DJ#Q)6E:5C/,-9?RJKT]G;T(TK*L(5VR;12D9(?(SM5%PBZF$72Y MTBLF[#+RR8]X5K7G_M4.%RM\(F&Z74^'3AMR-D^F9':IS3O*[?*E8IM?L"3V M`D"OD*]2L?1:E@8-8*F0<7[2NO&2,I/2SXE@`'*@\P[P]0`0]?(`Y; M;[=`#IZ`.N/:C!S[P].G(=^G7H(=.7IZAJ8;@IK6`\Y<-V,<;8&C^#)]QU+6 M&TSF3:!QH4":M#G,]6,QD).LU/"%C2F8J*KZOLHQH+HQ1SSR`,Y9P]+&)E5F M5X:)F,FJM-SE6LS8S&S5B>G*S9&`E0*,;8J_,/H>UAORV'X;<_X-O=ORZ]=!=>H;<_7^/T^/IH*C]J,.X;[`/J(;?';XW+D/,=<^UG#H?Z`]P``?UWER$?@'EJG!=%`-PY]/=]/7;S^W3VL.7(`#?G] M6_KZ<^7IZ:"HO:C#T-M]/OWZ;!OUY=.GNT]K-S`#<_(1#ISZ].7U[!JG`=^7 MYPW`?+H/D/(-PZCUT]K#8-]A'UW#F`?3T\@^GH.@J/VLW]_7 MTU8:9'O2TD;U?.A]>JQ]O/0;(/X/A_/->;[)32#29K<%-3: M<[(T(8Z19!7"KMU'C)4[]\^;H2,>LX:,#E>O4E,R9LW=;M#;";:6B>10W,.\ M@W#D'F(".^W0=MAVWW"QTO2KP3UNR;(2/5R.^^N=BW M4LJ+:.;F8^*W2;G.^`CAPHX$>X!43!SE!Y(5"KRMI+^06D(.#;.$Y-&$EH\\FCNFFNQ2=KG M2C?!=N4CE.94%NABJK!LF-6;MT.))5W6FS2(%V^NLZ\EY=NH62?-3VB1>6(Z M=F-N_--'M446@-Q1BGJJ)69BB MJY4UWLS2F$A#2=9=0V=V+,[^4L)96!NCL)<[VQ&1:R#.,FV\X,LU30!XL+9K MXK=&-;-W)X\Z*)^ZL%;88JD768JP'CL8/L7&DY1@NM%R-C2L3B3*A78A)%\8 M[:6F&D?[$8R\"9DWG&*__.)_^M2Y_P#:L-!=;3330----`TTTT#3330----`U%%VJM'+ MD>@4&EGB8N;+/N+FU0BYN,92\6\?(,JY)-4%XV3*I%/UP+'KKL&4HDK&NGR# M=)^F9F*^TKNK`\1>%!S?1V<&PG5JM9:_8(ZTU:R-V2$BM%2T=XB9P]A-*Q\F*N-N'#(N3IZ_K*4`:5B% M\&%IUJLD[.[:VBT,/QM0I\9#5HJ/R_1CLT$0@YM"'A(>+,W8.0:]UPN8$OB] M"O&3FC;B"*,C=25:T5/B(DY57(.)C5T\=)G.,DV=,)9.(A7BU1F MFB3`ZG=*$FHYVVK=3^):#;M8VRXZPQGF&8.%%%&JK->#G7#(K-TV#VJ(G(]( MPJHJ+I'*!)1VW*KL=)XH``93`K/+R[ED:.I1.%*`QBI#3,H-[2DJ+(71E8JV MK`R;:*BH<(>P,',4I'V=PPESBVDHTCEJBZ;&7[JQF[@E1=UI_7V\T1;N\5WA MI*0";F'K=-)>V`6S'X[R,FV@%,>LS.,AEC!;,GLJ$7DELZ;!,5"0BW8/&CB0 M29ND"I&CE:#B^$^LV2_SF5(Z!M`YBEAD*PUD:%5I$\1#Q:%="NOOQ2L4E/0] M=KF+K!&NG;-&$9P:(*N0?NI%!A*QBQ%)3*I;Y%K")LISAC0LUS5<+'?34+C= M6M1#M`CCOQ298F:FYQM'+;8QCF*"1@$=RCM-KK M`?@TX8G&#:JDUE)%29GI!Z>;M%B.`IFEI9TNI).2(F*'<6!Q(JD7=*(F.S1: MMT8U!5<3*F;Y\:!IIIH&H=^.?L;\3<<&?J_GB0SCG?`T@^QVWQ'G&%P)8(VD MK9_QK&6-M9(*KW2U),SV*-3AW*;EDD[B7`J+QCDCR/XQV+ZOL#Q44HFJ>6AW)$D: MHM%-47/L[APT?*S7RS*IM@FFXOL982@N"?B+@KVS@87'S#"-U6F9B4*U;%8_ M(5<=OH)\#HX)`DX83;2.5AV+44DBO0;LF#8HJD2-$7^#)#9HC@GFJ;+>(W@* M]E?)A:JP`3^S,63]]6YN7C&I52E.DA#W.PC/\`#23A%X?4K"RE;4M9CRX+2SZ-=]Z'E';62(WLV0'$20CMS'EK[=-`TTTT#3330:^GX24&_`;0PWV_UT&.O^XF4>ON^K?I MOSUI`1H]V08FW_V@]UTV'R!=(=^7]>7;<>?IT\N>@NV+H>@&'?EYCTZ#\?/GOZ>8:>UGY_. M'RZ;AT_/[_?Y\]4X*P\A$P"'3F`>O+D(;\_K^(:X!??<`-Y!T`.GT!T_+UYZ M"^N&<[95X>\A0F5,-W:3HE\KX+IQ\Y&D:.2JLWI")OXJ5BY)N\BIJ%DTB$3D M(B39N63D$T50(FZ;M7*-T[=QM<1MPR+C_*@VVH42[8NF9RQTJ7PUB?'6'C,[ M'9!9$G9Z:3IT(W"W24DV9$8N_P`:#2C)6.=2;%1B=M*/TU\-_'$/ZFW3EH,R.. M_P"Z$-]A';;S\Q`/ASV\]!FGG'CFXC>(F#E*YDVP8Y.QG[!!6BU25*PAB_'E MRN,Y7'9I"(>VV]U:!:6B7]GD!(]61(^9(O'*21W!#D("8]ADSC]XI'F'+H'T??EM[M/'$>7>$/LVY=>73T]WPT&8MFXUN(FXX\Q M#B^T6^M3M8P7*521QG(2N.:4^O\`7&U)F$)RLUHF2%8P;:M3V$BS8"O6E7@M M9)I'1\=)+.F+1%`OT0/')Q05S/V0N)R*R@#?,&6"':9)D@J=5/4KM$*04-6S MUVRX[6C%Z?*U\T3`Q20QR\<)RNFXR"#I!ZX754PR\8=OW8_6._TCU\_WNFGC M>7>\NFWE\-OHW^CS'0959/XN,\YAL&*IJ\V^$)'X,>)R.'Z!2*%3<:XGQY)E MEF\TO+P.-:9%QM?-,R+YH@22EI,K]ZNP(>-0.U8NGJ+GM&W&AQ'M64, M@L"9%XH*C8J%F:P?B34CHV&IVF,BH6:BXN%/'&B:THXC(:/;)2,2W2?MS)'7 M36!990XX@BMR_=<@Y[?GV';Z?XM/&\^]MZ\@#ET].>_+W\^?GH,WL7<>7$CA M:ETZE8SF\70">.X>1@Z!=)#`F)+1E:CL9,\FH[-5\G6&MOK-'O"GF)$6CIRM M(&9`Z,DD3V8I4-8BB]=**.'+V0D)1^^>/I.3E9=ZO(RTM*RCU>1E9:5D'(G< MOY.5DG;J0D'K@YEG3QRLNH/>4$-4WXP\Q[V_EY;_`&\_I^/OUR"X_P!?Z#SV M\Q]_O^WGY"(!4?M1NO?]VW/S^@?3K]'GI[6;^N`!WY"(_#J`_P`'7<0VYZIL M5Q_KA].0!Y>7W]^_KKGQQ';YX^?ES]X;@&@J07@]`-RY#[NG,1#EY;[;;X/J\N?0=4R*W/]T(B'+R'SY> M[F/37EXP_P!>/W';I[_KV^&@J/VH>6W3?RW^OX.P^O2U4D/>D7IM^9G:X M^?FH([\MQ^'7?Z-]5CXP[?N_=Y>NVW3I[A^@-40\-WG;DPCN)EE1Y)83LZB8 M1,81$3;Y'WG`>& MFR+*X2F0;PM86C=F+!)M()RA&XH@R%9P+4Q$$4041,LH8BO?`YN_W@#N$N$3 MAH04(JAA:B(JIF`Z:J,2*2J9RCWBG34(N4Y#E-S*8I@,40`0$!`-7HJ5-J]$ MA4:]4(1C`0J"[ITG'QZ9DT`-6[HA1`Q2KHIJ@0P93E$#%'F`@.NA7IT"N10@MEB>(;O&.5X[.8!$XG'N^.LL4H"(B4Q0*!1(8 M2]W;8`JC304:C1*^BH50$5S=T1'NF5*!3==N\*::9Q`-]P`#`&X!U`-=PVKD M(T$IDH]$QB&$Y#.!4=F3,(;"9(79UA2,(!L(I]T1Y^HZ[K30```#8`V`.0`' M0`]----`W#UTU`IA3C7XE,9]N'Q.]GGQ/9!0M&<X.JW$]P#O7]/I]77K5= M@DG+++&,"S=;B8I[;%8Z0:6Z02 M<>/?B>MUWOV$>)/CJN&`^S*P5C''M5DLB9%QS4GKC&-#9T-K',ZV[M$UF6\U M"^70)R[W"3B6$$>!3C)ELD]90[@-C+7&X>H?7J"^6[8*&R1BKM",4Q&,LV<' M_'=PE<'^5^(5+"_$%5Z$\LC2#C<=RLU2LI5.4J%ER+C.^UAA/+5XDFW"4<%: MO'B#&3BW+"K\'[N*/&G"<.-PX_KA:*GQ3\1LWBO`$E%,X MANZ@&2%T>P=_J;?'-7;UQ*0G$96MK/FZ*R\+( MQ)$(:"13B((J[)5FDT M44M+DW$$X*L:\&O"OQPJ5G.MLQ-Q5YB-@RNU^I46)DXLK*S0E_HZ MEG1>)2-9DJI*QSJ)J[FQRTLY-'&K[.30DV:J@3GZX$0#;<0#<=@W$`W'T#?S M]VHA<-]K_CW(?$MP[<*V4>&+BLX51`H?(#MFD[D4)5PFQ-BGQF]JKCJV8^I%KQ?E'BBP M14*5VN>.>!!;).*,>X?N3'B!N$"9PCD&ML$;O=X\$.'\\ZLO4[+D./!&V#/5 M^01JU=FFK9P8P;$^FH;\R=LGCBG\3V5N$;A[X7>++C=S!P^145.<0S/AEIU# MD*_B%M.-T'D9"R]BR+D&AL)^YNVS@!;5*M?*#]99!ZP265D8R6:1]/\`%+VX MV!.&S*F8\61.!>)W/SSA:QM3\O<8ECPM4:(^KG"U1+NS92<*IDES[$2Q6`38::HO&^0JCEK'M&RGC^9;6*B9(J%:O ME,GV?>]EFZK;H9E/U^5;@<`.5%_%2#5R0ARE4)X@D.4#E,`5IH&FFF@::::! MIIJ(#MN^/O,_9O<%`<1.!JYC"SY`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`;0^6_\`KH,=;?\` MX"91^&WQW^WEK1S^_4!Z_1]Q]-!W0/AZ;[_$??UY]1$!Y[^8!]`7P[!SZ=>@ MB/Y_JZ?5MDQPR\(URXH6MTT6P M6.,7@+"I/KQ\2X1A8^:*V*TACR+2+8AK?"^'81`2[CY;]/(/<`^8^0COTY:` M_'8>?YMA#IRW#SZC^]REPP3P'\+G%1GF.* MVQNV0YVC6L:_5ZAPM8]#Q7KT]T7;R41%NKV51^LZ9(R9(PQ)9E'I47QD=GH7 M$-%X3LH8GIG$!12\4EKGL6EP%Q0H4F)S3CW*L4^10A(B4FZVWK]/DH.Z,#JO MHN3.1FTC"HH*O)11J_$8\(PQ?#OUYL^)\\TYAC*-QX?#V)ZT MYOU9"AQF16]E,UN-J7LCUZSC)AS3I=K(0JAI>2;1KAC"()S@0?RK>5@Y-]#3 MD7)0DQ%N3LY.(F&#R)E8UXD`"JSD(R01;/F+I,#%\5L[0273`2]Y,O>Y_$FY M6<*I(()J++KJIHH(-TE%W"ZRR@)(H((I`=59=90Y$DD44SJ*JF(FF0YS%`9W M;3P*(<4_&WVMF9K;%YHMV.^''/UE45QCPYPU?G\Z9=OEQ7C4:W1:0E:2.H.$ M:H-4#RL]8Y*.?M8V.'Q3)M6S9\\0K[A^X*L5\*G:J<`;2;B,ZFHN>*2AF7$5 M0R5%T>+R;C?*T+'RZ4C1LW-P9-H:19T5V@:16?5"/82ZLN^K"C$#)1S]XZ"! M>UT+)5$=%9WC'=_I3LT6WG"M;=2+16G`PCM8Z#29!*;B6)BQ+I=-1NVE#E!B MLY24;)KF<)J)!1/MP\MQ'E[P#SZ"'+ZA#S'TY;`^9&V/QKG;CT3 MF<16PU/RI4<[WO#5TQ_D-D_XC[@XC:;2@8UVP7.CXLJ]F2L+^$KL+-4U\5BM M#H.5'`?*C=6VF/>SVX&T5>SOB\T9EXCDKQQ\X_C7,%2L9P5&>IUJ\3,TPC"V MF>M4]`HL*QB]@M)Q\(UB2-;AJO049040]\0(0_;C>0AMRVZ>W M/;GL/3;8>6_`/C>H<^H"`[;@'GOY;\^GN#TU+[AWLO64Q+<=-CN3'/V::/P: M9PFN'R`QKPO5RMK9SSM?6=E-%HKPY[:VEJI3*W"0*\=8+5)23=VFB1P]*T60 M3C0!]<&3[(""8\9KA>-QCV:V76&A$,OX^Q;%$78VR@V*,9- M/Q<'(M>M"2$(\D212<8V9N%WRD.Y>,/8WH0MHQ-D<03VU-Z_/N*M&OVT7)69 M&%DUJW'2CP"&9QC^P)M#Q#&1=D53,TCW3U%VY*HF***@'((]-[E6QZDS=MI?'C M@L'*0MB@BQ1<9.5UV[=0$L5^K'I2"\$^_T?G^/T\_/R#IH.[]N'W>_F M'Q_*`=?SZ>W"'V[\]N0CY;==@Y;>@^6NC^_3[_3^?7/WZ!Y>[ZM_IZ[Z#NO; MAYCWO<``'KSYA[NGT!SZZY]N'F(#Z[?8.6X:Z3?Z/@(^6WQ]-@[!Z`/7IMN`AYB/,.8`(#Z[ZZ3E MN.P[AZ[??;T_@T`1#[[_`)=!W8OA]0`.>^^W+35AL([;=.>_GR#KY;HV@:: MA^[;KM&,B=F-P6ES[BNBU2X7:SY=Q[AZ(F,B$L*^,,:C>AF55\BY&9U19G8) M"MPJ$*=DE&QLC&+/I>3CDA>B!08OZMX/LZ\25*P+E+B+X_.*C@(RAPYQE,KV M2<9\1O#`QN%+I9:8U:6!QD24OC^TVVW561BV:I*VC3I"FR(.GJAY=A*,!EE( M]IH)5--15)>D\$5#X%K%+?HD8+I[2'IF-[%-\33RIM[#CS*TC>KG4)>R4 MBR/A>0+!M8).SUVNTMN^=UP-TC36`'9M=H9BSM+.&>M\1N+ZU=J6W?"WC+54 M+M6K/$N:S9SQ;*8FSMV1CWU8QUC;'U# MG8!Q.67V20;$D9">D5&)WA+`S]DB25GY0F@V#]-:T/:!\67:S&O3J;92K4)&L/!8 MHP0QZT:JQDS.52R(5#C!E3]J+Q1\,]KXB<*%Q?A?A3I6:UL,J8\O]9R9C0KU M[6CV#)M[S9/1;/$4G0E8Z22C1BVC)!=0)3M-1D<*_;`IN!LMLQR2U8PR=CBO9HJ5-EGL);+1A&U7ZJ5Z`RK"5V2C MI!&3_=-<=WWX1=V1<=.0-=><49496:RS-8:>(&QAE0 M2T^V04TWKCA[?U0J`ITBIOYQP,?!6NP&9Q%@]BF7T.J]BX&;?1X3?Z:A8MO; M=\/%([5$G99S^/,NI7Q2MU%&ZCT/(N6U,NX=QG6JED2&L\_`2RF3+8%;.V2BZC9JE-.9A911!"(*A, M)I@\6+XK9V`E0-&=Q/\`X0C;<9]BQPN]H%B#'N.K/Q2<2PI5AAA^:96>:I=< MN6*6]M?<4TQ(0$)9X>WHTS&[/'-J5;%=6="0AR3M2<3CIZB+H7(;3^FHCE>U MXX[+>H\=G9O9YIV0X"^,:P<06*>%SB)A9W+&%<<6Z_N$[-0<@P1BW+)]&D7C)B+DG,0][[6[BI9\#G9%YZQOQ)X M3S!/<7/:;43AHR_E3&&![-2*!=L335YOT!.5VN4/.$`PNM/EX]"OLH>0L01L M8_7DF+J1AE@8.DC*AML::BRX@.V;[/+ACSC+\/N7,XN(N\T^1ID7E24K^/,B M77'>#G^1WJ#&@L\Y9.J59EZ+B=U:EW38(YM;YM@ND@NB\DDV#14BQI2$%T7* M*3ANJFN@NF19%9$Y%4E4E2`HFJDHF)B*)J$,4Z:A#&(&^R90I\;;K-8#U9`,.9ZQ_*4J_G:RP1LL0T[`* M'0<0B!F9%0:3MB.S<$?"@!_=QU=CS=K3P6=G9B;@PL%&CPGI MH-7IKV9'&WQ3\1''_P!H#Q/4G#N`1$'#3==>Q&1VSUI'.6[Z&?,6[-P M8R:*I54%#*DE6[1SM0[5P.9RX.>&_&/"A:>*W,7&E)93AL:U2N9'`'VP&'.,NIY]7RE M19S@NR9PP9V:\.V:L;<0=UH3!*`R7+#()0$-"W9O*Q\#8'$R_AYJ&:,2(,)- MQ,1+I&/9R3!>.DGH2>8VQ;C7#M3843$V/:-BZDQ9EE(ZG8ZJ5?I-5CE7)@4= M'85ZLQT7$-3N%`!1 MI@1LUD.=QM-TFQ2SNPT.T/I!_2Y;'L_5Y4&;. M/,L[=F7>-%)E'?$AP]1]+LF1W^=L-LL>TVSR-)N%Z>91HK:FU2Y1"B:,M4[+ M:%Y\D%!6:+5622D8"4?M99DHJF1RS3,S/R346^%^.*^\'7"N[X6<\8#RQE;*N!:YD:L/[KD+(,)(XBS%473> M=A%,>2>3).IP"%I;14>XJ]7K;Y2$7\1S5VU],Q=C[Q-9-X4^STQIBWAEX7N$ MU[P^]IS5^+F_81QKG>^9`J57Q7'.Q5DWB60+W!&D+ADZ1,!G,Q&P[9A73F!J M$0JD;VI(NT#DO*=>QY'+-CRM1<7^4JE[L6/<>S][K%(ES3L%'1[/B+J4I'XKNH2K2(0DB.H%\5-JY=N(-8@R,4^ M*4,&NVUX`^(7C$Q5P\93X*IJGT_C;X.^(6MYKP-;[I+_`")#$CW)%HR^5=\_ M4C95H9A,))UR;<1S]F=A*FK'R2Y,5&16`^,'$KV.V7GO9X=EYPA8$4J$O:^$ MSB_X;^(C.MCM]H^1QMTA`R-LN>?[PSDODEPI/V6T9%N<[/-&KE)!S().]CN@ M.D4ALWN#7M0$^+7C\[0CA/A*[C]?%7!U!\/MAH>:Z7>1MC/*D3F:E*VM_)K* M-2*5EM&PJB1V[)]"2K]L[0(=9PJ0Y3E)(MC3B*P!F=U8V.'\XX?RJ]IQ@3M[ M3&V3:1>W-54$ZB8)61O59V66@E!.BJ0"RA&HB9)0H;F(8`"`Y#@O[3'@+[07 MCGXE.!_&W#?Q4X3[0^ M?FC8-'\87K1PSCDTH-U"!(6'%+B_[$G/QN/[B&XO:APJ\,_'WBKC)K-#>Y-P MAE_B5RUPY3&(LN5FKLZ[8)&LV.I,B0=[Q98%$5GJD/9XN9GA;JDBF["%!B:2 MF=I^F<1&`6GH*M280MBFH6-@YU^]E M(F`F#%BIJ28H+LHJ2,#!^NW=""6KQZ#'_A2QO)X?X:,"XLFJ/C[&*6`S7^"ZS43PX6.)K7!G@R MS0O%0\C6%88,,.6Z?Q?1DI)"XI-)1(32DMWS1Y*0@[!S#W#KGN$^;\TOS?W/S0^;_P#5Y` MSC&EY'$1X%+!@?*=!C^T0RAG7/'#EQ7HO*FMP]R4=9D5'E6H]OL#.S+VV&E MK@XD8Z"F8MM4Y19O#&MA)8L>,>R"5Z;L?>#7+./\_<#4KQ-$/:N5?B+X3L8 MWC$0Y%R]F;A_LO`EBVLO\>S-5G([%Z4#(FOZ4#"8"E`P]3;!WA^([;CT#7`)D`>\!"`;GS`H`//KS`-^?GH- M7CLT^%++/"7V*W:&4[..'7V'\FV^9[0[(#Z,FHZ%:6&QUJ'7>NU5D(Y$C=(J34$BFA9X7<)<47:$=EGV+W!+A[@>R71ZOBSB3 MKW$KD+C9M;C%;'!33&50R'E=Q+35%FJ];Y&_2-\L*D\^BYJISE.KL^$U6(9) M,)V+ED9V,_0/M=3KEXJMEI%LB&4[5+A`357LT$^3,=A,U^PQKJ(FHIZFF=,Q MVDE&O'3-R0IR&.BL<"G*(@8**PC@[$_#ABVFX4P?18/&^+,?1SB)IM*KJ3A* M'K\39>/A!-?:=!5";"WI5J4;N7,P2&:3988\FR,S@'XE#1DA$*/6;S\(=T-A-ZB&VPC[^N@TE4^S][6GC4[*_M)N$ MW(T[Q*FH*M^PQ9>SE@./B?QO^FVN52Q=.FN5ZH6<;%2+%-QJ+6T'CH&&I#^X M619!O9V0.#JQM6,8[3,7LB^&>T1/&-4>(O+G"EVM&/N(R,X6Y#".3_WF"3M35T_HCIS`P\?!LDG3J03,N9N`;4P%*4- MBE*4/0```^H.6N"ID*.Y2$*/J4H`/U@`:#7V_"2OZ`ZA=>7%!CO;;;?_`&B9 M2]?=N.M'+6\;^$E?T!U"Z?T4&.NH;_\`R$RB/\/V>>M',?AU\_AUY!R\]!WD M1:;97DG*%;MUPJZ+U1%5\2JVVQU8'RCZ!-,B29$B`()D*!"[F,V!: M3B:L'K\I^-AIT1%D1$9>")'"`.3'=[@B'GP,<4A."GB;QWQ&H8_+D1/'K>XH MHT1O8D*2G*?C94IFK@4D^$#848PK+Y7%\(A!O`7\`4.XF*OBDQ+`!$>0#SWW MV#?[``1#?U]/+D.FQNG=$!$/(!W$/R[>NW+IH,RN$#C-L_";EK(&0&U&@3$O76]JC6BDC"2\:9XHE$V%"-7(`J/`!>&>_86<,)I_(3M@R1Q.3^?74K".(A1@QJ<%!/Z75H MNO,6CPY7SF>=.9F>DT4$HYPH5NHL8V/'=,`@`@("/(.0@/ITVW^K??3NF$1^ M:;<-A$-AW#WCN'+?U'EST'4$K\`F&4Y_"[I1,%V5L&/I19-NQGEF\!*22\(*ZZI$ODN<3CY9(_?!5D M3PU.Z&<%0[2U=AEOCGG[_@9AD+A^X^;7)67+&`5,H35:F8%4BP.*M)4_+4%7 MFSEA:Z^L!3?+`U9%NZ!%F9%M'N6"+@]ML9<6^#L%<57#UQ&8-X6[C48;"$E8 MIN?J=]XF);*=LRA)S$;(Q4>4;>_Q_&0F/HN$:R*Y4FMU:6U6>"\E;H8F(WRC9LD&9?)YJHLK>S&)8AA@6([JA>^U]O$@D6]D) M5SGM`E'.0NSBN?Z$9DVW9]U2OUTC$+X11;+JT);H>U&=%4_%,A*&FO\`)!8\ MJ:@6PZ8N!=B8Q4@;&CGV$!$/3E[P]?0>G7ERY[@&GP^WSZ&V&5YFCW+'UP=V0]BK$O0\PPU<%5&5@S MIQB$DLO5&C:;^2&)BD8("^9R'4X!X\\9<+7$G#9BP-PLR<)C-YBJUXBRYBC* M7$+-Y=GLP5ZY20/91RYO3RCPL92A8(LXEK$0T959:)'P91:5!R>5[[2-7?IY M[>NN?WQZ?9SY[_?8>>@D;REQTXLGN#_(7!A@SA`B+#NJ]"U"KM(M@9I/2:4A*/HX_O]_O\` MGUS_`!?P_?GMRUQ]74?S?9Z?3H'\?7[^OY=>6_N#?SW#S^&^WN\NN^V^N//I ML(!SW#Z?OR^/KH/G]6X^[R]V^W3W==M]!QI]Q'[C^]I]>_WY[_'W?3KG\_P' M;F/3;H'J'7?RT#W_`$\^?G]_33S#\P@`<^O/IL/3EMMT'IS???G[_P`P@/+W M>>F^WP'X^7+\_D/G]&@;_V5E/0=_V*Q'T#KT#EUZ:W1M:77X/?_/,>;\OV MUE?A_*S'D&WQ\^@_1K=%T&#?:`Y%+0\%C'S7!#D[CYQYD*Q(4/*.$,5UC'M[ MFRTJ0B):45LYAQI>J9DF[F2KC.W7AAC2L M7%"OV:H-EYZTJ)R"D_2&,Y,S,535)*%WY#%*8-C%`P`.X`8`$`'UY^?OT`I2 M@(%*4H#U````'X@&@U&J3@[C(XZN-KL9KI/<"&7N"G'_`&7M"F%\[Y(S@.-H M0ERMZE#I=.:XJP6PH]VN$WC#3LRH^CHU=JU3GKV]GSP, M<452X)^W/PI?<63F/KWQ9\67:"S^!6EK=Q+%K>*OF/'BM>QU:VCUO*.D6<#8 MI54B!'DB=HJ@F*CARW!!,3&V=RD(7?ND*7?KW2@&_P`=@#7(%*7?NE`-QW'8 M`#>R'/L+$MV8/95K#+!+HOVC%"1CFJ$N\CVNF&>,WLNNUXX MI^.#!_"9E#C8X.^T&J-(>9?$MA2=I?'CPJ6BN4/,3G&S;*5MQS5G3 M^9O>0WU.JUNG&-1K]5?2!(H49"ROY*2*0\D1LU0*HDGU/$GV;/$[Q*]J!VO\ ME$UB;Q[B;BR[)Z$X;L29WE2H!1Y/++D<>E_%E<[%^::!JFO!OFEC.2/`4(?Y M152*Y,+=!WM3>&0`V`A`#??;NAMOZ[;=??UUSW2[B;8.\(;";8-Q#T$>NWNT M&E'V5'`OERAYQ[/DW%+P>]K)%\1G!T.XP;:*31H$!'22S>3;(6FMXNIIW:UX@87.D.(2['D`EDRO8%C&HV(T:+R3\9HV5D/9FJ3 M=XNHKOG`F0![P$(!NO>`H`.X]1WVWYZY[A-A+W"]T1W$.Z&PCZB&VV_OZZ#6 MFRS@7BAP;^$/XNXXX3AIRGG/AOS7P5USA.F+MB`U1D#X:O3W)$8X>V+*479K M56G4;1X&-C6L]+S,62244B'R_P`B,9F[7B)2F$!$I1 M$O,HB`"(#UW`1#<.?IKRT#3330----`TTTT#33301"=M/@S,'$!PN8JI^$Z! M-9&MD%QJ\&F1)*#@B,U'+.FX_P`X0%CM]ANF:0QL!#-EI"1$JAE"MDSF* MD<`-W8"LI=A_Q@TP>U]+%59MD3`)<6\8;[LNL.UR2ITA*QV0N.R7HD_FT(B` M;>QRE8>UF#H+'&%50G'+1!6"EYM>/(N:2>.5MV\2E,&Q@`P;@.P@`AN',!Y^ M8#T'RT$`$!`0`0'D("&X"'H(#UT&HM#\+7&#P5<7O9@=H87A-S%Q.T3'_9+X M@X&,YX2PR%%F<^8"R95:JR?N++"TRXW6I05CCY*177K,P>$L[<8LP6,[YV9% M>*+*1\91[([M!;5V:?&=/)<,4LVS)QQ=J[C_`(M*IP;1(6EBNBP* MWF1^7W-)AIF6;V=$EK9HR+Q&%B8Z*1<1OWB0A@`#%*(!T`2@(!Y<@ M$-@Y\$>7>#/#_# MEV;^6N%V#K^9S8O97C-F8;Q$Y'BVE;I\1C6Z6V$?T.M)79=&OVL9DT.]9U^& M43+&*S2,5%8)XK[-7CLA.RB[#G",KPSY":98X;.UHK6=^5\=8E99= MRG8'%WGP+/&:!"IQ$W%/3^QNG3T&[U,19@IND&]4!"%WV(4.]^ZV*`;_`!V# MG].G<)L`=PNQ1W`.Z&P#Z@&VP#[PYZ#1.SSV7G$%CGB_[3ZGYSP!VFW$APF\ M?&;9//5&>=G9F#"T-0[<2WV"D7:;M6&H0:UB/%U=&'GZ\:"QS1H8T!:I5A.V>$-%5:)CQB+%-Q7[6 M3$[&>S>PS$I'?L"0D4'+MG^QEDM7',0AAW,0IA#D`F*`CMZ7S)N'I!W>^+1BIFK%0%B(SV1Y*O'[AT\FI) MP^<;IH@`B`\^7381`.?J`#L/T@.WEH(`/(=_7D(A]H"`_1TT&H#VN?"+@'@\ MSYV/]J#ALKD!V3&"^(G*EKXJL=8RQ!)W&AUW*MEI59KN*\WYPIE9KL_(W2.0 M-76J%@M]F0L4A*A%RK"7)-2=D09RN-6">!"L]I5*]OU%<*M"?X[[.GBF@<3N MN$5S)8]F,8X\N'&/BVLM+(\RUB"G62`AG,)4%P!H- M,[LSIS-G:%8TSIQN<2N,KE4K1P5=F;-]G!BVOW2)F&TO/9Y+C.?LO%?F="&F M45WB4Y:6['%M%:RC)P+ERF>WP;IF7NE.M&0SAOT.^S3_``8C*W$KBRYVK@@P MGG_B,L'%E`CC*SWJ`KC^4S1.JXML&2*&RAY167A4F*-K=-&3J#?J2S`LW%Q[ M61<3:$?(?HT````@&_/GS,81^@1$1#X!RUXB0IB]T0$0]XB._P`1$1$0]P[A MR#ER#0?GJTK&]\XB+-^$_G[.;!.1\/QN=,%\)TOP]49CB2:P),W:DK'6FLH% MHV/5XJ#?QZ^;*6VOLU7('Y,B[#9FU]C_`)2AHJ9L"\T\6_#'?Z M=Q1T&$SE1^!B_P##MD#@[Q-V9.;^%J>;PT50"6"7B^(O+CVS6;&=CNE!NT01 M\SO$F["1R-))HA%-$7DH=NPWJP(4`$.8@(;"`F,;_P#B$>?J/41YB(CK@$RE M'O!N`CUYCS'8`W-S^>(````G[P@```;!H-4[\%'X-L'T/L\\?<2O3ZM:.?W\^?NZ_G#D'KH'I[^FWU?EUQ^3?[^_]_P"C7/OW M^'7?\GOZ^>PZYZ!Y>FP#\>?3GS#?J/D'3;02?=D/AS$&=>,1"BYRH[#(>/R8 M7S-97U=?AR-(UNNM'T;),A\1(B$C&=>QYP1\&3V_XPX9(2UW*5BLH6LCR\R];NN?+BLJPL5YGFC",: M,[>M&_)<'(*>")(_V*/;MEHSL#<066.&:]+9,PQ/Q]9NRM4M%,++25>B[.W2 M@;@Q)&SR)(J8(HQ,X<,TP31=&(8[0VZB8"81#7EPX\1.8N$^W$N^#+@-7G%* ML\I$TWDX6&M5:MM/DT$6\G6+E4K`T>P-DA'Q6Z*IVCYKXK=RF5U'NF3D!5$) M57N)<'<1'![PF<8ZV$,58;R7)=H%0.$S+-/PO#354PSF&J669BW7RW&423LU MC_%A_&L3A$2`0\NM[>@2PF>K&,9@$9=FM<*7#R_[0CMA<8*X"QQ;8;'F,IJKS+!--YWVS])]*SSV/!^NHFZ\9X9!$Z:`^%$#FGC M#X@<]_H9L;G:*S6ZCA>4=6#$>,\-X]JN&<8X^LSQPFZ=6Z&J%,;(-W5M.LF( MH6"9=23R.3(LL0VKTK/W!VQBR2%ANJ<`W&%@9]X]!K58YY)HUV'CADG9U`R8O^5VK#L"N M%>._0GPR^D+;Q/9/QPG8)ROV5U+U^:1H6291?,-;]GN4([AAQ]=LX08MWJC7)5GE(UZ MH]E;*95ZHNNJJHFFH*3=5LW`Q1`J0$V($1-0XO\`/%'X:+5PC0LY3I'!MJ>2 M=K"\HG";CO$,OP+Y1KQ,)9%A)VRR^4;& MQ>Y?E:+8@R=.2#L8MXQEB0TD,35()@UK58A'\='LTG$M#%FG%]9O`G#?A#BR M[-7@-;\).&\Q57/N,,1Y7S7F2\M+[(YENECOTY8TY)W2[16+/#L:[0Z.VJZ\ MA-5T\+,UF7KTDWB9IK$I-U9Q[!(RXF,V1]"XC<;-;;'IU;BTG&$_GQ$]3@%7 MEO?L+B_OB`Q;LZ`GJ"(V22>.E$((J:9FZA6(AX"9-IDN%[M(\<8HH'#B[RSQ MT<2UBCL!M*\_=\-E6X/::[N=@4@0"2;XBA.*Y>:1FE<-&G6L.F[CY9]$.)FN MQ+:M3\B%?!1B`0Z<65:K])XK.*&D5&'8UZI4GB+S33JI`1B:B4?"5FLY!G(> M#B61%55E2MH^.:-VR/BK**"0@"HHGAFTHC&+/$DDT72S4[A$A4E"`% M!_Q\^OYA\_+K]'(.0WW_`#^7D/V=?/;J(G[^P\_CTVWWV M]?+?H.^G/^/S^CSYA]G/0!WWY_;[^?/Z_CKC\G/Z^7\&N=OJZ;_?G\?37/KL M(!MS`/L\_=U]?3T#Q^_3?[]?KVT#37/78/S???0-NGO^X>GGR'TT^._I\/(/ MR?3MIZA^7K]_=^7;3[_GVYC^_P`]!Q]GO]-<_F]1^OS\_K]-.77\VP>>WF/I M\1Y\_/3GMMR]X>8C]Q^@0\AZ@\OC^;[/7UZ>6@[;^OV;AY;?W^KK MY^0>@!Y=?+Z?+?[AUY#H-E+\'P_GF/.\'+Y5EA#IU]E8B.^PC]GGRVUNBZTN M?P>_^>8\WV']M)7;IS_8K'F(AOZ>_;T\];HV@::::!IIIH&FFF@::::!IIIH M&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF M@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH-?3\)+W_ M`$AU"VWW_308ZVV'_P#,3*7U^NWGK1SZ?8.WU_?ETZ\`Z-N>W+Z.?T\M`^W\WG^8?M';3;?IYCMS^CW?D^H//Q$Y M"F(4YTRG4$03(8Y"G4V_==PIA[Z@AY]T![O(=>PA#''ND(N_ESW_>`.7W^C0>6WU>NP@/E[_=O MY^7D#K]//R$/S!H'+X_1_#]'GIM]?3;S]/,/R<]>7.VW7[K]Q#;;GOR^CSY#I]_7_T_C\M=I#04Y9)%&&KD)-6*7=`J+6(K\1)SLLZ*@F9986T7$-7K]P5 M%(IEEQ1;*`BD0RJHD3*8P!U7T_?^#7/U>?/K^_\`1Y^GEKS6250551724070 M44170634161624,FJ@LDH4JB*R2A3IJI*%(=,Y#)G*4Y3%#P]`Y?O\NG3KRV M#EUY^>@N^PCKD!]WF/3KMZ=!Z_'H'EN(CQZ!M^;KTYCY?PZ" M._/?G[O(.FWNV^GD.^@??K]H?4`=!_)KD/=R]_7;?UV\_(/R<]]<>F_[X_O? M_GZ].O$;=?R@Y]/7;UY_O_OART#GL`_7S^KW<_/;WZ#Y!Z@'GOZ^[ MD/I[OB.GD'(?,?O\-N>@G\?\`%[]< M[_R].>@!Y_D]>?W^G;01W#H`<]^0;?1_'I_$'7R\OO]FGU? M6`ASV`1\^?GTY7I^Q6("`$JX\3K:Z.:I::S7"TE:$0?EL3>76,\-.( M2;A`S,8INN!00+&*E6!?N"85$_#W`#[8ICW.\?N'!0A5%DRG[IB=\$5CI=X" M&^>4#B3O`4?G%`=C;"!MJMK&0,@4A)\C2+[=J2E**-U9,E/M4W6?E,[0BR;4 MS\T.\9B\]E37<$;@N)P1!=7PP#Q#:I!,A4B$3+OW2%[H=XPJ&'F(B)S',8QS M&,(F,*96:#:YM6&81T"$K6"1N2*Y::VBSL"3A-%W))Q99E@5LF>(?QZYSN`HGA( MXQ\3X(P#Q4\.F9\%73-5!XI38P1GR4C*D;BN7@F>-I*1FVY$)=[7;"NHM(2K MA@?OM4D02:LW""H*@Y`Q*\P3QS<.'"]Q#-\T8$X4\G5JNKX-RYBVR4VX\0<7 M>IF=LF1E:^E"V6/L2].8LH.)K<=%/DI&*&/(DV!%,?XQHU>OERM8#38F=B$*2G,G8-6]@*+YY+V6; MMV/P2!];[$(OI*,B*'#1[-&FM6S^7DXRP236*&*@_$RB; M@%H7!.%)>"^J?$\XXB7N2!L#/Y,,EH MR)>.*E/2$_DV"LDI`M;Q+W4L&SD&D+69RY)411^NV.[C6P)^TERLXS^`+AVM MO:.8#X*>#^(O6,[%D:FX[F;VE.QL$_QC3Z1)T^QVIU?(%ZI:Y&^VB_NXZ`G' MUP@Y<\;6VQV,(UKT@?VQZ*$9KSBK0==G/0>`X*&$(U/B*?9Y>Y0&Q,C1;E! MU4IRM$J[:J_)P27M1%9@KL9924(V[C40CI9F]<^R**MDG% M^'=7*V<[GQ:4K%\S:;\LE1:*UX="3-[Q'*3;VAQ$P2:0R0A*1-:>!/,)Y9C- M0C]/V".DPCW\F*4="OQ'\1W";E!6[W7$'#AQ"8UR]=KI%WQF[NW%2I?<)X[L M1+K'W.=>U'&"$`TD9I-VY;OT(*,L4DWB:^K(D=L6+4L6M)%2 MP]/;NHMHWE9E=.;($%U],)K_`)$,83&,.2,D")C&$QA'\?;'N)C&$3&$?,1' M<1YB/7>E?/R#?Z@^_P!_779SDF,Y/6&=%O[&,_9++819BL5P+,+#8).<*S%R M5-$K@S,L@#8ZY4DBKG2,J1,A3@0.LVV\_OZ[ARZ\NO70C2//MCV/7SV]W+Z^ MH?9KC7D&W7H/E]'0>?+J'/>@X^_W^_P"3;7([>7U[_FVY M;_7]>FP;\Q^GKY;^[KY>GGI]OG]]A^OIMH'GSWZ\_77'YN7W^_OUR'GZ?G\M MOKY^[?3;EO\`4`"'V_9R]_N'0-MOLV`?,!W_`(.FGW]?=S\OI#UUQ^;X?P_G M^&F@Y`-_OY>N_EMR^O7`_?[[B'PVUSS_`(_?S_A]-/JZ#N/(?S[![MMA]-]P MT#[\O+W?3Y_QAI\?H^OS^O[^3;\F_/X[_^>:\ M_P"597GZA[*QZ`'3SV^L>6MT;6EU^#X`/Z)KP0Z?*LKZ<@!LQ#;KTY_1ORZ: MW1=`TTTT#3330----`TTTT#3330----`TTTT#3330----`TTTT#3330----` MTTTT#3330----`TTTT#3330----`TTTT#3330----`TTTT#3330----`TTTT M#3330----`TTTT#3330:^?X27O\`I#:%M_?08[_[B92_B_>'6CGY??[^O\'G MO&_A)7/@-H8>O%!CORW_`/D)E'[_`&==:.7W^_/ST'.^W3H/\/U??RT#S^_U M^[7'[WJ'W'X==/WOW@^_7\^@N=AG#>2>(')M0P[B&KN[CD2]28Q5<@&J[5F# MA5)LN^>NWLB_6;Q\7%1<>T=24K*/UT6;!@U7<+*?-(0_T:QS"N:;5YY_9Z7E%O&6F9"8_&&AGA<>6B6>O*:9A)M( MPCRSM@+7YXTXPED@A.^$8FPD#`\"W>"JAA#B#P;VJ^;)7AOPKC69PMPZ5ZS8 MCKV-&MV9UB@6U*Y7V.EKLP"T7"?E7EELA&C1U.+2LB[C/':(BPCV:)G!%PB> M[I@`!V$-]P`?(WJ`?UWU^[GH)3@`B)1V`>8]T0`-N6PCL&WP';Z]3.3'#1A* M/PYV($^?&,,WG>*?+MYB,\22HS*;W)U9C\WT.NP#:6\:0*FG'*52<=M6;B&0 MCP>,'J;I-PMWDEQRSLN"."BZ9;[7WALIW"#4*!'<(&!,FY8QUEU&[V^6RBGD MBDP$;-J,89HHX+5JQC%JX?LXZ$JI&TI)O6K:6>6.0>N9Q-.-#6P*4QM^Z4QM MO0!'F/KM](A]N^O(J2Q@,%##G$YE;B_QQ:%I>2GN/.> MQD1W+M+N*7S$\JXDX)Z2XU%@XCFKN::-(N4?R$:@@O M+1J9F\ZTBWQO;$3D:F3$3A:@2F+L)B"`X$,"YAR M'V)&-CP?XF->*+AUOEVSS8X23DR62].:''U:R&:-GMFWM3-B*%,5JB\,/&)CGM,ZW!<)>*N%^P\%]*R3E?!V0L5RM_/87M M:Q);;W7GM)S;^-UIFXJY2UQ:5!)8\FRCX%6,=O')&:)G,81Z[""L"&$0`"CS M#H;!N(>6X1L=&Q;H$#O)5S[2$<7#GPX99XK,K0^ M%,*0<;8,I,*J2\NHDQ;G09%%1-)0P*+F^8D`CO MKJ2X'RN?#MAX@$ZDJKARK9);8AFKV26@1CFN1GA2':5I)@>3)//5G":B:B;U ME$N(L"*I"J\2,<"ZV9^'3!>(^'KM],54K"%=A:G0K+PF'RHC7ZQ+R\S4HZ;O MN-K42:"GNIXZDN2K/%:^WDXAN\.!DB/EC)(M$%$V;>'5EBC%B7919:XBY/'T M'8F'<^9-2B/&K"6F*DO'LI=I'ECYLZCMH_?-V:4V1F_5,%L^-#LW:[EWARP@\Q$XX;N&*W9/>BG= MFLR3&-]D,D4YYCEJN%O)$1V.L=K/T\@0K@8M6VJ2\&1&6LCV+.LT-BWQH\#E M(X$8[C?M-]I\5,(WK+%?P=V?D7/*NG4>,-?4&&7[YF6-09R*2\Q^@/BI80Y[NZ3";;N'RS%-4(5]_LZ>@??TTVZ?;U_/RYATVT$0$1$`';<=@$=] M@\@$=MQV\QY"/7D.@_`/7ZP^SU_@VT#D'GOZ>_/;GT\OL^S8! M^C3SY=.8`/Y^?UCZ>[3ES^X^?G]6_K]&^@;[?'EM]'W^'7EZ<>OW_-^]KGU\ MN?0/I]_\6_UOX?XQVWZ;;[?O[Z!^3T#TZ^H[>OGL.F_T??Z_M^&VN-_S_;R' M7(_3[]_R^[[\QWT&RE^#X!ODQ[L`C5B'3IZ6Z+K2Y_![P_ MDFO0#8-I:5^KV5C[^?Y?7EK=&T#3330----`TTTT#3330----`TTTT#3330- M---`TTTT#3330----`TTTT#3330----`TTTT#3330----`TTTT#3330----` MTTTT#3330----`TTTT#3330----`TTTT#3330----!KZ?A)7]`=0O^E!CK_N M)E'?[-_?MOMK1S'X;?E^_G].OT;^U2X+9'CHX9&^*HBXK4V2JV1(')S-RC`I MV`TPO7H&T0I8(6RDE&>R$>?C)[0+\JJYD1:`F#8X+"=/4Z==B%Q-(N%DDA=+ MI)J&(FK\@F)XA2B)0.)0>'`NX;"`=X=O7IH(5/O]_P"/^#GX#UWW#W?'S_?Y M;:F@_41^)_E^LNO^HS"/K_PL-_AOY"'37/ZB/Q/#O^M.@_\`N,_3?KL#OS^( M:",_ASXB6X#..&)&"BUP3RNRPN8-=Y'I/3G MC'S@C<3NDP06$JPE5`@IFJGAFXN\U\)DAD5[BIW1)%GEJI.Z3DNI9/Q[$9(Q M]=H!U(.Y/V2=I\FY9-G)$'_WIUR_ MXC.._P`!]K^/V;=`UR'8C\3X?U-SOO\`V".`]?+=WS$?+IM\`Y!A-DKC]XJL MQRO#G.9/O==M:U*&/,BG57JC-@V29R/MQ M/0I1S,8ZJ7$=@>HYP:8Y?O5#+NS4AS/.HU[$-7"ZBRZD8X7DH](7#ANU;MF+ MA9F>C,>\9N=<;81R=P\QBF+K7BK*UDDKM.5G)N(ZU?&-:OLHQ6CU+UC=L[7C MV]%M+!NHD:"=LDGC.#781[B.8I*(+"YSZ#L1^)[;;PG7H/[1FWY\A$!]K'`8)+*/HY".)&-6]K;FRU<(=P_E+ M"S5?"9_)Q\42OMIATL[+)E_WEUY_[AF\__M8;_FVY;:?J M(_$__O3KF(_[AFY?3[7YCT$.0!]>@P*5XT\_KWSA7R*K-5(U@X,JK"T_`P%I M:!&41$0$FWF&!K:@66[]P=@^:H&76.K$$52(9,$B'445-6=6[1'B=JR?$&@9 MUAJYLN)K):^9*!V:>BVRT9 M%N%8QRX:"HMF'^HC\3X!N"3K<>6WR&8>7O\`V7]@]?77'ZB-Q/#S\)UOOYP9 M_P`OM>P=?X.F@QD4[4/C"6S]C+B@*<42.((._'PW76LA9:W*-C-% MGV1FD1(Q4=;IQFW7?IPBS1K78>""5EBQD(BD_53#&4.(C*P<.L[PK_*M?'#U MIS"RSI8XTU8;FL4CD&/:),V[AO9"ORGCH3PT2"K"HQZQ3_.*1XB0YRGDU_41 MN)\1']:<].7[1F#G_C8>NWEZ^@:X_41^)\`'];<\NG[1''X\Q>>7T<]!@7F/ MBYS%Q,TC#.)\TRF,'4)B=A7*57LJFQ'&DS"PH,0U>PD;7+/D.%6/8K/1ZTTE MW4X:J,(ANZEY5@U>F5=2PJ+/+L]H_P`7;'BORWC&+I%QNMWPAPTX0HF$,3V2 M^0CVK6.\2[&"B#Y3RW-UA^?VJ)E[W.1L/%D*\0;OC1%39JK(D!Z(GR<_41^) M[_>G0;=/VC/S^IU^4/=MUUS^HC\3W^].?+_<(WGUY`[Y[<_3X;Z"%W?;H/V; M>_GZ\]^N@_'GZ?;Y[^6P^SEOST$+WW^WR]_P!7+3J/E^0/MV^W4T/ZB/Q/[[^$Z]_[ M1G\_+^6^OD([#O\`#0.Q'XG@$0\)S[MX,_T]70C]@:"%WW_?S_>UR.W7ES\N M?+\W/[`#KJ:']1'XG_)-T.__`!&?;?<-N0N]@#ET].6X>8.Q'XG^OA.>7_$1 MO]+WYP]!]0T$+WIN._+IOSZ^_I]&_+R\].7/X?7S^GZM^OGY:FB_41^)\ M=_UISSZ?M&<-@Y\MQ=^G(!\AVUQ^HC\3P_U-U[_VC/N`^08[';E\JROIU]F8_#Z/(-^0;ZW1M:T79%<`N9N%[(KA]>&*HQQUGCP7JK4 MS/NF<(H)@EX8G5`>YX.X'\0!,)]@*&P".R[H&FFF@::::!IIIH&FFF@::::! BIIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::#__V3\_ ` end GRAPHIC 46 g23279.jpg G23279.JPG begin 644 g23279.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`]1$E32S$P-3I;,3%:0D@Q+C$Q6D)( M-S#LEUR@;)*3D"R7Y]([E\ MP?,`_6F\Q]?EY>T?(/6.M*3;QD?(C.F[*ML,O5MR2&8,5= M/#)VK-2DK1\OMZY1J!.Y,R8YIT7;;[)LDX*6B+=%2@R$)!QTK.0S.%@7S^?1 M@XX():4S!J+I#NMSRS6^6! M(N'K3MAKC8KF)A(MDUBVTF$JD]KDA/R2K=14-DW%V4H[*L9:)2.J.2J>G5;] M;,?.&F3=(#MXD0I<0YRW9Y0VVF1Q]BV?W`ML?*'FRY$M MD#,&.\?7]ECNS&LD[!DM4=&R;:77563#<;Y#Q\_#S\!Y_(''(A\807^)\ROZBR-EJ#I-B8QU+-8K&M8GD,E.IH+]NE(1>=^B:N M$'91I6P"O0.^!")K%YQEB[0A^_\`O^6FHONB!R/*Y.V6UV7GH&FK<9) MS#BK#D&M9KE3GQ'D1\..6PZ;/I$VAR&>J88J.BE``WD(D. M0?=$!\1#>/TUILU7I_MYL,JE]TE+P)8;->FHN\+],5L.S*NTC!RP?%=@>J)(HPF9(9U12&54 M`H=0MF5._I1OU0P))]>RI&6-QV29@U)A#S.0_'ZO#Q_>T'G35BLO;B<9X9@G4S8IQC).V;UBT5K$'+P3FV*E M=NTFRR[2$=2C1PY!@FH+MVD`IJ`V25,F!E"@0W(Q#N%Q;F]L\6H4VZ=N(X40 MD(Z3AY.&?-#+]?LB&*^;IM7!S`0YA*Q=.A(0`.H!"&(8P7MTT$0#Q$>`]HZQ M%W*[Z=KVTQJ<,T93A86QG9"^CJ#$`K9,A2Z/ZEV9F-0ARN)-)%?M2BD^E"QL M:)>LLH:+61,/:%;R%IGDE."=LD7E1$( MFLK=)1OFS(JX^ZWN/ MPCB8W(Z#?PF['7*TV.^L4]$0+,A164=34NSB6R:9!'K*'6D'39(B91YZPB8" M!Z_`-6%F]Y6T:MBIZ;W/8"CU4C"55NMF"BJ.4SE$0$IV:$\LN4Q1`0$O8@)1 M#C@!U\[R>GIVUO3R5JG)NTR*G/:2%GF).Q/U.?/KO9MT_W4!%7=AA'KB8..SO<>L7GK=4/U5$QR M`7D/(3]7J^(_!'G540V_#978#=2,W5X`5,<0X*XRO4(\W(^``4)*59B!O84O M`^OX]?/$Y,'AR(<>KQ#C\FOR8I3APL29A,(@0"J1$J\\3"`@``(=80$/'C5?_!XX$3``>/(F4+_X MQ$!'\7/&OF((E(W5(NV(5LNF8#IKM2@V73.4>2G(L@":I#%$.2F(<#%'Q`0' M62&/-X.ZO$ZZ*^/-QF9ZR5N0$TF*60;!+PP)EZO52/7[([FH!5(H%*!2*QAP M(``!.KQH/HP@``'AY?&(B(_E$1$?RCKSK37POT]^[BAG9L5>1,(%,.IQ-LW3*[.-PBD9`3U MG=X*OT@=NU)5\LG9140]D7!NH5K`7YJLK4Y,IU!`C=.1=P4FL`E,>+2$P%T$ MLFFO6DLDNDFL@H19%4A%4E4CE43434*!TU$U"")#IG((&(<@B4Y1`Q1$!`=> MS0----`TTTT#3330----`TTTT#3330---63W$9\Q]MDP]=FQ@NC M-T!3/*3TLY.5K"5F!:J&)WV=L,FJWC(QOR5,%5AI`&E+`]*)U5$(U&/C66+C5JY?.6S)F@JZ>/'"# M1HU0(*B[ETZ6(W;-T$P\3K+KJ)I)$#Q,HV6X31]H MZRHR1LOW"XKBHV6L].:.BR?BC%56;:VVPH%*@FNY5>0<*DN^;I,2JI)R"@$5 M*S64*17@H'4)CC]S5F'_`/=FS>/_`/+DY\G_`&?YCZ@]8^`:#I=5UC*AR.3K M_5*%%JE;NK-+H,#/#D,J1@R*4[F2D#)%^$L#&/0=.2HE$#+J)D1`Q14ZP7]Q M'L1W<9Q;IO\`'&"[M*Q*J15DYN18E@(=1(QA(!TGTP=J140,`]8A"";K%QE;%7,%8:M@CF"Z29`=1L8#F4'4WBJ*H%;D6UKM MUNMBS%I%0S\)E161DB,V%?:!VINQ4%VH18RB)A%(4RJ]H`$$V@U0S%,4QBF` M2G(8Q3E'S*28'`I0#DQRD`1`-17U"'J$.!`? M$!#V"'D(>T!\-7XP1N>S]MEG$Y[!F5+7CU4%BKNX>+?`[J,N8!*(DG:5*$>U M68(?JEZYW<29S\$O9N4S%*8)7LL]#K#2\)9[)M1SBTO3JL/C-9''63$&%5LZ M:ZK(D@SCF,D18K-ZZ=-%$UFJRH=5R"J9`2`X*"EA7MLZ-7SD8-&3IF(]Z2C&::@NITR92B8BT<55LH7@2'4,/4T$WFS#IY*= M-#PMF?)C6G(NA>1M3R($/D M6O0ZAB\*M()-X2*EJ]$N3\+.8N%EFK+M^LX;MVZRBQE0S[TUC[^F9?Z68ZN2 M*I'S5:3%11S><9DE7A(AL7@PNK'0)+O=E81[=,#G=2=?DK8@W)PHZ0:(E.H6 M]T+-P]CBV,W`R;&8B))LB\824GKQRZ/)7&<%4PG.M+3K@O>NLJ(B)TFW=4!,(B&]P^7 M2@%[R%E&T,%P,"K%253HE94*80'X4-7TT.V)X!\%``````'L``\`T M$9T5T>]=6CW:$B6#B57[8R"SI@V[,DG;X[AX\!E%13!JDHX",8#%)=Y!LO+2A>'%;:1+4&TR\UR9>7EI^5 MDIZ>E)*VCEEDVR;E`HKN$7 M"YA11$AH]_+4U?1Q3\1CK$EBLB\-)2KBVVJ:9.56:,UJ9&/58L8*'=-8Y)L9R1LT074>D.=-!FJFF)A(3]5*8/AB':'P5Z M3F_-9VF1R<.B]+#+IU.`:*/4U&[E,&ARK*=H#8YFPB^)7G:BC(`J M"90"#T?`1#V:::SMVC;+PW*0%VMT_=G]$K-5,DV:NXV`0GG4D[)U5)-1P5X\ M8-(^-C4E6J:CDRYUU73@$R)`F0RF@P2T$`$IBF`#%,`E.0P`8ARCYE.4P"4Q M1]93`(#Y"&LUYG83GT%4W],@&UQJ\F*[J"E4Y-E%2*L4"G#)Q,1;_L"1[MVB M(*@BTY7.T.9-)4Z0."I]J"*W4Y%(P:#,_9-TI.XG9S(Q%?"7>Y4PBV5%-_B6U29 MSEC&:INLJKC^RNTW;^HO434, M06$DI%.^&LQ#/`(UL=3G$TB*/:[9HKM%%8Z59"RE`"8ZC&2KBKL$DILK7KE3"9JRC@S M]@[\#BQ&1C5#"V>&*0/H'Z:IRHV:.N-```#D1$?4```B(^H`$1\-01]*KB7.F^R2Q%@S;JM#R>,JC+3UURK,?V:34:1;M<[-P[(FZ[-T5%+4F.8UJTC7BK5SE9_'.E6+)O,V/TZE`6$M>>HSK"9[559XU:/BLD M'B2;5VZCTEI%N1%9TF^148]FN+EJD052)'4$0C(?MFR^1I]XLW;S[R#KE5BZ MJ!(]^LA'QDH$J:=D56K9!J"3YZM%L8\5#I&.HW2.H4YNV.;2[-2%Q7.21(AM M$SKVQ1L!!O&S)Y&.D#ND.HX`G:*E%4HN7C8A3]F;@Q!$IN?*[D!LDS?6W,@^ MCI,P;`<[E```X] M93J]8I@D[CDTXZ-CXTABBG'LFC0H`4`)RV;I(G.!4BD2`RAB"[-'B[>(?JR,:YBWZL5(L7;AH+1R+=ZDDJHD#IH8J2Y"E M*91(I`ZP%YZW/O-A5K%+M=A:$**L!79:703X+P/HQBJZ*D'7`Q?A$1[,HF*8 M"^!A#PYU#%]\D6F\;2&45:2N1HQM*!L_P`9TZ]$MZ[F<>.*S:VT]CN.6L?>DV+..B&[0DA.IA%,E9*0<2SF M4<"@F)6+!MZ/;%5%IGAY-Q=D5BSK[BJ%)$++2,_%LW+)U(NW19:-5A6AW2P28&("H M/A!$",FJB*`F4,H`845=JFC'.Y(()E*SDS-6%_9)-2+D)`AY!O-/HULQ9N"` M5,&4?$LV+9N1,B1`,583$ZYC<7]Q8U!IN)V_1[)+T,[()5 M:R.DD'+5994"D52=1:+E$2E%40`HAU^J(?J$V;YYK,6A$PN3JZ@R;'653;A9 M+JD4ZSIP=T[744"%5$RSAPJJX6.*8F55.8QSG MRPU7GX:,2CY">E)$9&<4C$@=KKRT7'%(W:L&2Z":93K#RN`%3('6.(9_]X+[ MP?(;3O)?:'S3:ZGM@^+Y!T[8/B^0=!VX.2@(&`W!BB!BF`#@8I@'D#%$.!`0 M'Q`0$!`?$!UC'-6AMMYR;!2#43,L5Y3>2I)V*00=*1M5O+1/TF^FV+=L@L6, MB[-''7D))N@DFQ;3$:^D>JW)(N.,A>V#XOD'7"JHM'/7;)03`8ID'"I>KR(&`+K0D]"62/1E:]+QLW&+ M\]C(1+YM(LU!#CK%*Y:*K(BL"R2]HHS]3'-W M.`G//UMJDE&SBI"CV3>[58H)0UMCQ-P"IW*+:>;D$QXN<8K``FKS%N5UK:[E M:=;XYM7,D5CNY9Z&:N#.8N0:NDA5C['6G:Q4UWM>FDB*+L%%DDW391)W&ODR M/F#@!"]>FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!I MIIH&FFF@::::!IIIH&FFF@:C-;(M)_,LG%KJ(."0RX MD&%H*"R?5-WZRJJMUWZ:9A`C-1F1<%&YGR)<][Y<(K'U,M%WFS@2*JL%)3CP M.N1,ZR<>U47*U1,H($[P\5*FT;E,(`9==,O/CJ,?:K393)-M>WNVD[:5MTRX MR7;3'((%*ZDU#&KT)U1*4"H1$2=,J"7``0'(\`/`"`9:[?\`!T96(J.L4Q%M M$'W=$TH6'30*5E!QI2_SN@@D(F^&!1$ZBI^5G"QCN'!SJJ',;*_R\M>"E*0I M2%`"E*4"E*`<`4I0X```/``````#U!KSH&FFF@_)OUIN//JC^]K0NZ7!:47Z M1/S9U8%[73=W5!A'LPQFF$3C/+#.*:*O'C.6CSKEH%J.V;]JZV-V3GK)!K/:EWZ+"+K\-)9$O]B>1\>!G$168A=\[08J.#M6KF3? M-F;IR"\L2C`P=8KMI19\ MZ!B\<]8ICLR"8O'CR`<<>6KC4O)V:-MM>E*4^Q$6,"3L`2[MY>JA;&,J+I9F MTC$HLJHJM&)V8"V*=N@5N+D[IRL`+J@HBDF&P[2'#MW5FQH&PL$V82UK.=V- MIAHUS-OEK/**GEG*!EB*&%PF9)%(X%ZIVS=`4E#(@00Q0Z2:T)1N$6<,,FVE M'!*JC&.%R.O3*(R,N][-V@+M!82=LT&<*FBXZYDVZJ2!CI&)P4:WVG[7-ZV? MZW$W2WQ.+\&T*201=Q`SD19W=HE&1C$$BK&MDE038H+(B8Z3A\0$P$H%`O6- MP&;N1^B;K&5Z@O5+AFZP]FX[FH#J'IT4T,U69/4)`G=A6F5>4U'*"8+`LD)E M$0%,.S`P\AJ_[1\98FO-ANEJS22V2E&QE&U.7=5*H&1:/[>_M-I+7(^+?29U M"NH^'06#O$CZ-ZCYZ@8S9-VQ+UEQV'X?11D(7(,/0L4UMO<*>_0BEY"R4ZOJPB!E9E6#F5E_[ MP5:.DQ,W2=%01.`@JJ4Y"BF:'S,NW7=WG2<8W2IXHR??*G-0L8\3D(:/13KJ M\PBXED7B[6+!W',4%DB+%2(JVCTB=V4(1!0R!O&1.A(I2^4LR$E,/U9HWBUI MB*]732E>RC6Q$EUS@J5,Z8D`*L8;Q]Q) M,/OK+Z$AD+?'W>,K+&!)29=(I(%:O^D%5B5LIR2P]U>`#%-=`I6:1.""F!@` M0"$"Q;+-U]0AWMAM6`\A5V"C45'#^6F&46P8-44DSK*&4<+2P%ZP))J'*D0# MJG`H@FF+':V.W,>06]5@ MU6K*8HL,1GUTV;3T:+4D^FR3,5,2JH32RSHF4,98\)-Y(Q9QL49& M1:[N.$S5&ZQ";>*B@,W_`%%-NBX*0& M3=NLFL#JQRS\AP3%3EHQ8$(W50=`H).R6">**B74,90`;K%4`A3%-TNX[.^Y MW:]F*P87R93\?Q]BA0[W&R+-G/KQ-I@%U#=PGH=5W,'Z[9W;H3'(#1!)$J M0I)D3*;DACG$V@M'K\*``IJ@;]:*2@&_N13,`\_%QSSK]ZO/@3$M'=D=))',FTADW!.V2$X%,4'4H8HQ[%$?A+*JJ'``2;KG(&[YT9=C MFIW:UCQ*=.JH_85:L(K&6$1/VGH-F!P-UA$0$.J'6_;':W M$+(%;.G+1!RJ@4HD!!,4BE11`H\"4J9."%+ZBE*&LEM`TTTT#3330----`TT MTT#5I01BVBZ#I2RE[BLPVZLR17^08]Q)I+PLU&T^MUF'K]6>2= M>F(V<:1CR>L"EALPMG2\<"(R!'\2)3G(JJW10!1'07C8,(^%8,H:*;$:1<0S M;1<:U2(!$F\?'(D9LT2%#P`J;=%,OM,("8>1$1'E]H)B_!,(P?H^O3KA[ M!^CZ]=;VH?%\X/JT[4/B^<'U:#LNN'L'Z/KTZX>P?H^O76]J'Q?.#ZM.U#XO MG!]6@I3*AU1QI?P;)@JY&H6`&R1B%4*JX&,<=W2,D<0(J51;LR&3/\!0IA(? MX(CK6J=6?)=;PE)LK35Z97;JYNU=A10/:Z$.!)682JKA5*,>]SE@! MDE+'(9R@3E%$PD#PV:YR/3G(:4AU%C-R2;%PR,NF!3G1*NF)!4*0P@4PEYYZ MHB`#[=1EYZZ-6.S9,,)8,L*5_N$"G"E17J#>6$YB2PR0N`4"6:B0IBCV/9`4 M1`P=H)Q#X.@P.7D[]9;AAU["UBMSU,&GUEE>)Z-J54E&T!*]Q?DLT2C/(G5= M5T(TQVR)(V+."+,K@4T0$BIM5T?->:Z+D'(E;?SR-3Q[&5"S*XK;/6U?A(UR M_CH^/"`1AU5'3=213._4OR4'V*U3;2HK"_>"[!R!_2C4$P2`>S%'JB)Q#K@H7R`(OLOY$SC;,.4X MN7Y*=3DGUWGA*P=MD(=*1AD(6)7B7*\=%K':.T@7H$65,J5(68+HMC&,D4Q^ M#]<2E.&89#)I$(FF0B::9"IIIDZI")D(4"D(0A0`I2$*`%*4H`!2@````&@[ M3KA[!^CZ].N'L'Z/KUUO:A\7S@^K3M0^+YP?5H.RZX>P?H^O3KA[!^CZ]=;V MH?%\X/JT[4/B^<'U:#LNN'L'Z/KTZX>P?H^O76]J'Q?.#ZM.U#XOG!]6@[+K MA[!^CZ]8LY_FON"O&%,D1Q^[29K+(T64,0W4/(P4HR],-FZP%$!6)&R+!9=$ M3@?L._K@3J@L<#9*`J`B``'(B/```\B(CZ@``Y$1]0!XCK`//TA)Y(R'B9>/ M2`,25NZ.X)6XE62-&2M]=E1172;'*;E2(9H-SP`@8``0'U\ZYV@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&F MFF@::::!IIIH&FFF@::::!IIIH&FFF@P6WYV58N.JCB]HKV*V6[O&PLD8.H) MRU:`$MAL!P*8.MP(M8Y$QBB``"HIB(]KQJ[>V:K)0E#)+B@""\^KW@A0``[- MBB`),T2^Q--`B292^H$P#U>&(6Z]Z:V[FZ%54PZZ%(QPZE``I^1+,7N<"*)U MB>113CHU-0H"'6,"H#X%ZHZDKJL82&K<)%IE`A64:T1ZH!QP8$BB;\O6$>=! M4&FFF@:::I*VWRGT1JW>6ZPQD$D]6%NP3>K\/))R4`$S6+CT2JOY-R4H@8S> M/;.5BE^$8@!XZ"C\F9`DH%Q%4ZFMV,AD"SMW;J/"2*LI"UB!8J((2=RLQ&RB M3E2,8+NF[.-B6ZR#ZRS3AO%LEFZ!)&0C[>1V/($DDG8[0J[O]P)P<+/<.RD% M&*@\"H-=I[$3!RFT@&""_5X[Y(2"PG<*=)6K8QMV2LJ3;=*43[)OCZ* MAPGH65KTE]S*4-*ORJ(1DXS8218IS97D\HBZ.U(@Z0N3WCXB_+H M.X*\43+U4U54R\<`1-50A`#V`4@@4`^(``/BU2UKJ=0O<:M#W2LP=JC%P$%& M<]&MI$G(AQUTE5TA\?$7Y=.\?$7Y=!P:M!I M5.,&&:3$_*1J"W_NI*?DC2SJ'CRHHI(PS6351+(O(UH*9A8^EW$@^:I*`T!Z MHV10(G4G>1]XWSC?5KJ>\?$7Y=.\?$7Y=!066J,[R/`L(=G*(1:K.5+("NY2 M77(8@-E4!2*5$Q3E,(J`;GGJ\`(#J'+(W1095N=_LUL995QPV8SL]9)1-N]: M7`7A$)9$B;$C@$(U5N=5`Q1[8I53IIEX[$Z@\AJC4R..?2Y<_3-H_HD+ZE:>X]TM'IGT61B5J9GSW3N7>1,`B"7>N[=0? MZ,!O#4P/>/B+\NG>/B+\N@Q)Q=L_IE+RC(Y@M#AO;K@9G&L:^"C51.-KI&+< M457C=!?KF7D5QX$KI0?U$HB4A2B7QS,[R/O&^<;ZM=3WCXB_+IWCXB_+H,6= MQVR';?NMD23.:J4:QSC*OH5V"G&KT\9,UULB[?/17B)%LGWDBJZ[THN4%SJ- M%BLF8"B`IF,;5=Z1CHYK+LF?L;S7)9Y<\$V67+$1T^\(0)RI2S@HG:0]F!(` M343=@`D9R10`BJO!3&,!C`AND=X^(ORZP.0#@`2``4Y*H!3!IIX7V^Y&SG+-6=0B%B MQ"CDJ#NRND%?13?DP`HFTZG"DN^*'ZUFQZP%-QWIPU3ZQPVVNCVZ.>OX7A8Z M?L$6=-4%4)(W?^HI)3,D5,H`^D3`4"E`A?@-6J92-F"`B@W((F444RVV?[6, M>XYQQ4)A6&:/)Q2*;'`ZK5!-!L'9E`"H-B$*FD4!`1`A"$*'@(@/CSG@4I2% M`I2@4I0`"E*`%*4`\@``X``#U``<:#P0A$R$33*!")E*0A"AP4I2@`%*`!Y` M````'LU^M--`TTTT#3330----`U;3,5M?T?&MLLD24@S#6/290@J%*=)._X^M521<`T>2T8<(MV81[ M-I-,5D9.#=J@'B*3:79,5E0#Q%,AP#ST%CJ[`1M2AV=>B^T.VC^W[5TZ5%9] M*2+E<[B5FY1R?]4>2\W(J.)*4>*B95P[<',8>H5,I>[[4/B^<'U:H&K6XEHC MCNU6JL5-,72D9::\Z'JR-9LK<`])PC]+K=8!16$RL>Z`.[RL8HTDF1U6SDI@ MJ3O`_']/VM!W7:A\7S@^K3M0^+YP?5KI>\#\?T_:T[P/Q_3]K0=X!C"4QP3. M8A!`#J`4PID$WZT#G`HD()O[$#"`F]0#KSR?E,.R4Y5X[$.H?K+`81*440ZO M*H&,`E**8&`3`)0Y$!`(?=QTU(-NEXZ-:.3DY%M'2FW7?"1>,2D'K>.E7[:. MJB[0'$L+XE+"&$##P/`>&B9%U@$4&S MA<"CP84$55@*/'/!A23.!1$/$`'@1#QUAQAW8QM7VW7%*]83PLUQU:8RO2=' M-/1UDR(^6DH&27:*.D+*E/VR5B;)+N5(QHX"PS3%W/E5(LJSD4$W*Y%(C>D^ M@4;[TCVTBBRN!\F;H(>7V8[G'K?!^-LDJXQ?S-J9W%BG6[8\LJU[H<;$-*B\ M6*\?32DD]D(YHH*K&(E3I]TT&Q2O*Q[:0;Q#E\P;2SM)RNTB7+YJWE7:#(2` M]7:QBRI'[E!F*B8/%T&ZB305"`X.F)R@/+[4/B^<'U:UJ-OV.,N[;=TW1(4/ M<39O5VE9+V]P\/: MZ&Y:L8>9H<'>+U(N\[X6EO2S-^UL3EQ79!X#5-!.2*1^51K]`%4U$A6:.ED@5343$ MX'3.4NI;D2\;J<]="YMGO69,Z0.1C9@WE8`@;']UN,W#^9 MA&XM(VY03.V1))J;B?045&6&C$88[4:LCL365Q)3(YWW1U_+VY;:=MU>[9L6 M--@NV:L9BO4NYV]R;6GYLR+?&5LOBM;I6.:_D"&C<(8N,SA)$'\[%25PL1K) M,KN2K*$;K=H$WG:A\7S@^K3M0^+YP?5J!FF=(1NQW2Y)V7TG;FSP=A]ANGV$ MS>["TO\`,%-N.15<=V&N9#8U6885AM!V2L+6U@L0%HVNL9DT8T-2AY"W6;.D8WUTV1WLWRAM=M3G%.S??+CC;@A3+33;J-XRM6LBO:5"H1;BX M1EH",HZT,[M*4@XNJ%?FI*2!T=LW@V2$(!9P-BOM0^+YP?5KR"G//5*)N`Y- MU>3=4.0#DW`#U2\B`U;MFV) M'26;M,A8^RO#U''.1JO$+XEQQDW+J-;=X2SI/3JF3IJEDP-B2#=6^N23&F3: M5LN6:W\S17C5H:%J=NH:1+"YL4WW"N*!/44BY@,)6ZY@(8$SB5)4P$4'GA,X M@00*H/`\)FX./`\%UZS'$AA*IY+VL[2]NF'MQ%FLF0\D4# M&<;7\C9%:(2UMBXV89*+.B1DK.*`I99")K\>]:UR-MTC&+A*L8()&2U#XOG!]6G:A\7S@^K5,QTRPF&+>3B7[.4C7B95FDA'.D'S)RD?\`6J(. MFRJJ*A1\O@G$2B`E,`&`0#F=X'X_I^UH/Q8X1E:(I6%D74HWCG2J(OTHB46B M5I%F03"O$O'C4H//14@401DF[1=HL[;@+<72:*BQ%.-/5*`LM3?T5TQ:M8"1 MB0@T6;)))HA%H$(0D8K&(H$339*0SA)J\C1;E3[JNT0.EU1+SKF=X'X_I^UK MUK22#%)1Z\6*W:,DSO';A0W530:M"&<.%CF$P`!4D4CG,(^HHZ#V;1\E2-ZQ M\K$3[CO-BID@[K-67$/_`)JS0ZO`>``IP'@&LK]1H='TXH_`,`"4>R6((@(`("(@/CY27Z!IIIH&FFF M@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::::!IIIH&FFF@::: M:")\>K;M[64UE`ZXL+/0JLD7Q$I&<)54'2Q"@("``9[^K&*7@.N8P\5FXQ_A&3R[(#UA'R*A"($3#C]J7X(<>/`^ MSGF5G0----!P)5^G%1DA)K$.HC',7;Y4B?Z\Z3-NJY4*3]N8B0E+^V$-8<4) MNI)-662K$9*1OMTBFDR^F1**BD+$S:*$CTEY@J%11=-XUM M:6K9XT>1P1R$B1M*%$706S?[II1CT@%5V:EID0I#6?:;8-QCC(YI=^6Q-I*` MRH7'R%.)!%9#&N(=9NX5F!E%I('K=X8[9)F**AUAQ"LW2KRL#CB:=Q6#V]TS MI:^D%S!L"V\8@@[LXC(W(EHQM.-(YI?KK;9:(55J-?0BG!INZ-XB-EE6"9FS M.#[P*RSEK^?M6)B'.$O6-O%[VZ9)P7>,FN,.6!U6)N[)W^'O M-3N$A5;,R;NX: MQ9OPRSTA57BEGDW-X.;6_,%A[S9L$OK,6,0FW\":IM(J'2R&6`2,6<0UQ$J519XV1:JP:"3L%DL.=U&_3/6(]S-TV^88P_@NZ(8ZV;/=X= MGM&9LP7/%Y'$%#6^>K$Q4(9:OU"R0Z4F*,2V>1;^<79,EW#E9J[6;E*W.ID/ MA+).[:VV1XCGG;QB/!].:5PRK5Y3=QJF;;),6\[YF1./:QK'&].C8:J-H[T@ MN>4E)-[-NW?<&Q8U!/O3C6*&9=@52W%](:AN#SYB[%&7MO,;M%A,41-9O:ZT MS(MLP1&6)6VHRJE+!%NSLR:Z*4F^D';8[Q=1HK$&$I7`![MN/29SNX'- MF#D'%2B,=8*RST93[?1,M)AM)SN0:A9(S,$K19.+^Z"*7(QF:>TK4*^E6K=E M4#34J7*%D9UB_N MRRL3;ZO2K_1JW8;/7I]Z1"*CYJ$CGS%L\>ME)4S!F)W!<=/:4FNLAC3(2+8QT(IVV M101@W*30I%<2=L^Q[>'5]Q,[EO,[[5\FVJ MCDU5[?*S&JRM?O\`.=K(%H5"=Q%=QZP>'2(#I]WI-<+IYQZ9:L.-L&UO+^WQ MH_I]IW29BI&-Q7S)A;+M[C,,UY\T+,9#L;VO4"+B6V8IZM1KN&9UN#QU:I!A M=WDJ^<5%W9$ZY+I-AWG*LY2L.Y?CJ;38> M_`W"KW;(T0TA+L?;W7+7WY@I&0V5;,SE(P%Q-(JI-0!P7!;'^S_=LKM;Z,_! ME[KF+:S8MAFZO`=JGY6OYA(O&&L,0-IC5KU`%/48MQ#6Z36L"";+'3GME MD`1.NDVJU>8SUMR;DV4I-CP#:?N& M>XSMKJ1JZ-1L1LKTXD!).[#4X6%DXA^WETFD;("D@11PH$F61-_.T[%64HG" M=WS"P895L$/CJP5ZE1-:NMLE+#!97G@KE%F8%:IUJ:C)>*E)`1RV->*@`+('MI*]*WL!@[N;'DUN4KMUQ=U%&HU50)*+DFT.\G)IFQL@,G+NON9*/3[X-F-M>SB\8!WJL\OA+PD[ MB.J='IM^VC5FQK2YOTP)*XXGL;)Q89)[7Q9G/$0,W#,2JI.4IMP*XG2B'#CWSREB"3H;I+&:LK)],F.^]TB:V`M&/<&IY&4LS?OJRE?$KF_-X, M2()51R@JFBJ4&*]P#V\9#S7E)W MB2V73;S7'ECAW%8XQ#3\JT?(DUA^NVB?GL@VG'J-4F61[- M%?P\"\?-VZ*%%8$>$6BBU1@W$4F4@TDFC&5DYQ5565GG35-!VNE%D2CDXZ>D MLP9N0W$X'I.`\$52G75NVON(<@6J_P"7,VK5*PLGN%+[7[3'1;AHI1K$XN&D:\+,6@\A#C$R7\\J1F M62WSQ%$U[5+O),PG*)>U4,X:MX\4W-*HO\`*#`!3<(TBT)D M,()N6[N.D(D[A"M55DQ[1LQET&L@$0O*'F7<4Z7:MBOT71GJ*0)+ ME.>\7?A_;_1H*AC9.279(JRK)&-?FZ_;LFL@6501X4,5/J/P:L`7$Z0$4-PU M3!,QQ2Y.)!.;G=^-[3?('VM4AWX?V_T:=^']O]&@MAG3;=A7<>%+<97J3V2G M\:S3FPXWO-7M5KQWDG'DR^;E:23VDY$HDU`6VO>EV::;29:,Y,&$LV322?M% MP23$E/PVS_;%"X,M.VXN':W-X:OI'R#0J566C,^.Z+/Q%=N-ICX28G")K04.Z M7(5].@9P5J`-2B8!!+O@@S.1,#N5E#E*B9#DJANI+N7PNHZGV1+9`F>55!PY MLK4KAV*\"W:*`BZ7E4^_]9FDW5,":QUNJ5,X@0X@80#04[AG9]@G`UEBK90& MN57$S7JY(U&KCD+/V;-&01:(E: MMWB*(G(:Z$SAK%MAS11]PLQ52O,P8XI%MQQ2[@:3F$E(6F7EXA(6J%+#HR*< M$]+*NVR*HO'\:Y?M1)U63IN03%'#W.N_*J5.)B6>)6T5<9NRIG.RL9E'*]9B M6Z,AW!VH)2/Q4DY))8JB967ZDW0,`'='.`@B;-F'FCNHB*=.50.YO$++=)=C,XY9(B( M5^B2;5>LUU41BY,=8V582)3#P4PF'V`8HC]`Z_7?A_;_`$:#&*'V%;38 M'',CB"+Q@^;XL?YEJ^?FV/U,@9%=U2MY0IME&XUV8I$2ZM2J%'AF5I,:=6IU M7]&5.0D5%%I&(=%-U-5%F_9OMNW$7%UD#*-#DWESEJBMCRTV*H7[(6,I&_8Y M7?#(J8ZR2KCJTUDN0J&#PZJR57MA)..;%_??A_;_`$:=^']O M]&@M[#[><(5[)%#RS7L=Q%?O&+\//L`8]?02LA$Q%1P[(2#"4<42&JS)\C6F M\21W%L#-%C1:D@R1;$;-7B2!E"'HJ>V<[:+-#9HK\WC))[$;APM,!2-=/UHF, M]#1D@\:E&'9,!>`MVK_O*Q$SEZ3(F+\93KZ;L#&+QR^6=.92:.@9I M@>YR^6<=,4HI.41C"LX&^23^U'8%;$:3LUW!:P)2:<8P20KSOP_M_HU3]M>F M-5;.4J0KB-=G.$#E$Y%Q"+=B")R$$#G*L(`D8I!`Q@.(%$#"&@B)S[;=D^[- M*&W!9JPID:SSN,4_TK*[.Q]]R'1K@PC;JZ5M3IDBM0KG6A?,Y-R'$RLVK%+RH33AS$'`&"3QHY39(D/U%DQ-JX,T].\OV`T#8GK3AL_ MH-23=3)8"SJN:B1RSD4G47&2#=^$?$HPB9NJBA,).'38')NV4ZQBFT&5&T7. M6;\LWF_7Z3!S-UZ!:Q8+4B%9ILX5C%3#EV5X2I-""@U-9F*O4E5BJBN\L":+ MMJ[52=.62@2L&(:*SN"RG1;MD7%U9JM<@*%0JC:Y*FHLZ>[8E?R$'%L7,2FK(&$C*84E72 MRR:_=0._=F)P5850,(V.RQN2S;DC"<.>XNU*SZ8N,_#R<;#1#^KH3D/'1$:\ M:%>(/A&06:BY.E(AJ!4[!M5V[V).=S)=6 M1X:[VF!=)NH_&];?%40D6H/&XJ)J6B02$R#1JFH(M"B+IP`(I@5W%?N1WY[R M9%!YMDQ_9FF*L4T!HWIWI.IMC-KG:6!HYJ[77D9]%OV@)JN6+P$P2-LV;0^FVVX;@9")I&6FBNWG(\D+5DR^ZB5;R M6-K!*KBDB5I#7LJ+(D2X!QAEB4EKYMM67[F M9@Z[66LV+$W!R@$M3G2IS/7E::'_`%22I2BBK=%IVSBM$9.R"R>[HE/M]N;X,S1;H0*H^O,;/H]8>!%M8JPU>)&X]T.N!0'\7KU*;J,G< MHR'%>Z?%V5TTU$(3(D4E59YX!>&P66M+%]%']1D6+1\W,!T7;=)PF8!`0$JI`,'B'LYX'XPT',TTTT#6!60WB[3. MN0?2@K`_/7J(-;%QQX4P&3X'/HL3>)6OW9^FO2?9B'+T(\7'DS$,]=65S/AY MGE*+8N&3]:O7.O"Z4K%I8E2%XP!Z5,K^.<)K$4;OX>3!!`)",>I*M5S(HK%! M%TBBY2#&49<3#R8_6'VF$AC?.$1'Z?/QUX]+?&'_`(/KU9:S,\_4!95G.8S: M6TB(B"4S67SN+3=)E'J@LK'NVLJ1%0_'7,1NZ%,O6X(4"@`:X%0O;Z?)((S4 M4C7II@L4KJLJK.C3,8B("!5Y$';5DFX;NAZJK)_&(JQYTS"D=QWHBB1`OQZ6 M^,/_``?7IZ6^,/\`P?7JW7I4/=^DNGI4/=^DN@N+Z6^,/_!]>GI;XP_\'UZM MN,RF!RI"8@*G*[]) M=!<7TM\8?^#Z]/2WQA_X/KU;KTJ'N_273TJ'N_2707%]+?&'_@^O3TM\8?\` M@^O5LG=@:L&KI\\4(@T9MUW;I=0Q"D2;MDCK+*&,(\`!4R&'Q\Q#CUZHVBY9 MJ=^KD98:_8:U+H/VJ*RPP=ABYANU<*$`ZC,SELX,!EVPF!)[GF63OHJT'#S-_+2,R46#ZTMVZI&;-JXY2N7C-Z:,,HP;R!&+%)LJ< MR[9N@L87+\_;*"!'@!$?(`$?DT&/>Z#-8 M.UT]&G>;OQSKO:N:LSDB94AJ'&O5%J3B*">N0I530*8Y6SIPB((?=3:Q1-P] MMLR@9X*AE$89M"Q@D8%S"Z;SDN<6;V_S4

P?8'Z-`H\H;B&PCL'4/@/ MQ#Y:-@Z]`Z]^G?[?CJNC0?($('8A0[]B@'?;?T]=@W^P-5Y2[B/*&X]1'8-Q M$.@"/QV`1_+JNC04``#L`!OL`[``=`[!^+T^&JZ-&@-&C1H#5-@^`=]^WKUZ M_;U'\H_'5=&@^>0FVW*7;??;E#;?X]N_0-5Y2]?JEZ[[]`Z[CN._QW'J/Q'K MJNC0```!L```!V`.@!^+1HT:`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`6$F*JDGB-+":34[6BHXY#%J+*,2CH51M5"U<:@1K M'H0D?&Q$29&&'R6B,1$L(V/$J9(^.:M446R;(7/A9\.DKA>G8'L<]E6QT6@8 M'RAPV4\'5@J4+,0V),M4;'&/K/!C(4ZB5E.6DDH#%M9&-LTZTE+"20/*NY*2 ME/;@20DGT:"-"T^%%PL6_(S7*,TA6X@WE!F\R5 M5K5[Q1K/!/*?=+=C.G7A)"992EBI5LB_>./;)5&ZZS$V.Y>\++&V3CXIJ+&_ M76J8@JC'CICLCUB/?(N;=D.,X[WBDIE"!0N3YD["N0BSV8M;0QV<4:PM(B79 MDKU@A)B*0F32HZ-`R&+\/WA_@WD:_A6]LCUX;-N9\_Q"0S3"2CX^^9TP]9L& MW!((B:A).)?5AI1+7(MH&LRS&0C6CU)HM($E6J:[)RDN,_"9X4\36S#5VJC> MYGL&$DYIG6#6!]4K1"*0UIR:!7K]FZW91RU`95M MD'1(M>M,<9Q$?6\?5E&EU]:-QFX:+LU731NJ]YINL7V6@5:YVI.2JV$*_B?C*HW%]7*8S+&5& M(DQ:2;B?)(^TM4(I2-QHT/W;1@S;)``JN M7KYRDR9MD@,)2BJX=+)()@8Q2^8H4#&*&X@O]NX2N):A*Y[1N>%;Q6C\+AZ< M3B%&4;1:26)3Y#>,6-%+:7"4JLW.-MP+0EEQ;9,&KXVFLW0U>AJYB/)>8[=F?*E;I,OAG"> M*W;>?/8[6Y=XCR'=V5YN&,+<=[DA9S9K"NS91Z;X<\1,V,Z56,=S&%;=+5>L MX8X+<0I.J-Q#.,;7)\CP8<2N3N)6NR;FQDQ99FY6&09F_1U.N<"C&HBA"PKN M1.6NOQY8V*3>RBRDB0Z+-1)%M<- ML+GWE)73?%SR+%.E'=IPE7'#J8IV2F-@F*/9:M$S\3?;CQXV;CTJ%UQHUR%B MC)E(K#?'M[L"-33K-DJ-P:6"+B8NR%?04]'LD4F0U7B)N*Q6X)I:%+0UAW])F8Q@SH\,X83\@Z38( M1>]:4;N73B*R'=GU^X@8AQG5^N MUG7KK@HL_`^%>X=TE\<'2X?*T-$M2P+865>JR9"TFMQC/2?G\25- MR_!0W#Q(QM?K&1/#/R1C"ML,]N';BOR_AP4$N,8.-ND\]Q:0+S`Y2J2KM273 M9PU4EZY9$XJ82D9QLS6CUF(4+%-^R=DRIX?HU?5G,A7J\CC:IP8.V+!&:NI9 M96#4@VLU).&D)YJ,HD=JX2IV>J[Z)^&7_ M`(1?TAKTW_`F_I6?"C^XA;^%G^O,@)^&7_A%_2&O3?\``F_I6?"C^XA;^%G^ MBI=]&C1H,2OU*A,DT:YX\LQ71ZY>ZI8Z9/D8N3,WIX6TPSV!E2M'92G,U=&8 M2#@&[@I#&06$BH%,)-AC\G/"TPA:G'#>YMV3<_6DW"B?%)L*H2]SIY8ZM!A2 M[X[ON.SGAHS'4=#.I&+EL:PT=*6+V!&TVJLR,W6[3.2\2X8-XZ3#1H(R7?A. M<+IS8[?0TCE^J6;$I,9EQO0C^.46FXOBPS/6K M,H_BWGMT).QJD>$5.04=-)UB/"7X382MP=58HY,"*KU,I%#CP6OJR[D(''_! MODO@7KX.'*D7SN7I<&97M9'SQ0.=[<31UG4*51D+):371H(TK)X4'"99[%`V MV0B+,M9*]:5;*RD95U5;@S6;O<(X)P#,U>0K-]IUKJ+^NS%'X<<5.U/:8`\[ M#VR$&UPL<4>0G^3\QU:PV"VNH.)@6 M;MI;).':PJ,-0,WXV:.XUA'@FV7#QPB7Z(M]8LA\L+T^W062(\]3:Y",RB8*R9?P_1L%9,R)`.$(4LVA=+;C7' M\-#JGDI:4K-??/[+8*G68* M+?+7E`9BTR^0,YX/S_,R[]&/K["&9N65MX=L5P<$TA8J+B(FEP2\$C&F6DWL MDICD?X.?!?%ED&K2E,7,6YL=ML$5&V?&_#WD)>M)7*US5TDZ]#V?)&$K?=W% M<9V&Q3+F#CY^SS:T,S>%B&3LD6R8-6TJ>C0&C1HT!HT:-`:-&C0&C1HT!HT: M-`:-&C0&C1HT&H3]T_?T:<&GQ^B^>?X:Q-_+OK6)6AZNG1F,^E<2+W-S:7D0 M[H`0,D16/K3>+]K;6Y2S&,,0NF]D=HE.#3($DD?^;5#"VZ:V=ONG[^C3@T_< MOGG^&L3:U7?EZ:"1#''#77;M#3:*IR#IV910[O6?4?@JX;;)C^D3$QG#($=< M;55,0/Y))FXQ"G68:Q9DX?,W9E;)$0?.#V`T-0)G$#*K6L'2J,H^5O4.U9EA MG[(JLJT^@\)DMD[#;/*]>DJW+6ZRY4M^*Z;CHBU/2L,L&-\6(Y>R'89E_.62 M,DHV)B*.LX<1C./A)M21.R4]L6CFLE%'=T:\%>?'U9LEP+1JVG"5JKL+A)JO M[OCQC(/H:9P>VXE6I("'>SJ4O:IAQA/;(3J#@6K' M\&&`K[(56";7A>K3<[DOAWK,U:X&;J3&AUNJY(X#(CB!4BG5;D7%A?DN]OS* MB]Q3%6I69I6* M*ABBXX^X\7/,FU^:&L7^3R#:;Y.N[F7N, M(Y?TZ??0;XY70-%E1G##&ENL]X?^?XRQ34)%4&)F%H*]R-,BV;B7H$+='C)K MF]'AY0O@40+1+S4)0'.:'C2BKW(CM]5V-E<*D">>,&CN7(#/`[!O\`^WMZ_/ MX_`?0.VJZ=4KP6<0I+6[HZ%M2^.[G#V&(1?@ZAY>#6BW8D?O8MN_S4>!F^2DM'1%4MM6?^\:[%64D MY:EV=%JJ;1?@^K?&1-LSSC^8DG9):'H\\K#MVJT&A'2+B/-+KS<4W76CV`,@ MT:5"]8:R+C>+CYJXP2,5$RXTX8:03F(B2:S:-]QQ%Y9K#R&5CGCDLFP>4*;A MIIV_:>8UB596/B)11I,NDV`I?H#1HT:"9OP%?Z8C0?W)6_\`Z&EK?\+V#[`_ M1K0#\!4=O$1H.W]B5P#\0LDM;_A>P?8'Z-!71HT:`T:-&@-&C1H#1HT:`T:- M&@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT: M#3"^ZU_YZ<"7_%.(O_G,/:TXS!S%,7?;F*(;]>FX"&_02CTWWZ&*/P,`["&X MY]UK_P`].!+_`(IQ%_\`.8>UIR:!8;AEJ,N&8JOD:-Q+0L4UJKEQ8D6AXW]M M+%RJU`D6+Z:L#I:6V,$_;O93%>`)?9D129>>L\7]L?.)/\@>,(6^L\J&=X`F MFL]E56CN[S8@NT.Y>Y3FL,\:F.LVX$G,AMCL@1:2&,^&2@CP]^W1(RZDQ,3# MBR*HDC"D02A9<*'1;N5DT_-41;KJI)`!A%55)(YTT@`NYQ\PY2DV(`G'FV*` MF$`U,C:.";"->R;?JE6,?J,Q?^(]>Y5K@L\^PP@ZC* M!*QN+(+&K?(UZL1M,)!RR<+-QUE,C?-O/)3S>?,\M,F*9A\2'& M<[5\L5##>'\UUI*\XVXZX")L-XMV.4IAA?N,/C)PKQ5Q%A3^@Z:?NZMXR)C. M5JC%HWN'$PT?US'N2[S&W6IK.&S*,<5&",W=5Z/GUDF9KA= M>$?P],:-,N(.;OEW+2M2+XE-BIUDI.<\/0<.^KW`]%86LM'J[U!*C6EI.V;) M\CD*S8I7LL)((0CN0K+?=I_#;"2:^X(6061&4!LK. MPH0K]CA'/#UK^4S7#4S6PZ'\7V9=C@L^45GE7#:5@+U%^'CPP6_).2&]4M%S2QAC[ M,\)%69Z_S5C`[^CXDN_ADQ_%K4AE9Y[#PR5EL0\24F&&F\S#0@JS[*.=0(UN M.GP=OF>,\/W#7P<34IPN29)*T(7%:[>&F;+3B_WW$=NQO96_&APK9"S)D^'A M<=3M-,UAXS$%RJ45&*.KC(VE(%+`X@[-$LAC(A\_8WEME&^67HLS$5$\57.% MSCA,88YQ]8$IZ.#,G@MB,@-F1AR8@KY!U%DC(*.' MDB\,B8Q3F2]M?N7@)&.7ZIS)E7*0QB_5,8HF*`%$-2FX^X.J-:(GA5)5L>6C M)]>R1PN-N(&\YY?<1#"F46_WYEBJY7S(G#5CBE5;$E[MT%E'%4K7R5HU=<+3 M=_O4S#27/&UF%L$3,LGD5+@SX5Z3G6F42-JSVTP]<\3BPX2LN9[ADN@6ROQG M#C9N$.DYMPVK<,?3M;E,9SK"Y6BTV*I5N\R+%.+EIZI/9%PFJ\6:U^'A$QAC M,Y1[UKAM?KSB&OMHU-/AC@1X2;K6.%1W<\A7.`B\MR?`&@YS`&5J"VJVV<'S:OMU[18IN8LI2C%RI[K#0R5II8J8MB?A)X4\X MST07'\;D^(;WO@X@GJO,8FJ$=9K*-BBH*[80,V6,(`!EFY@,M<2/]HO*7^)\I_P#*UZ?=E_ZD1_\`'_\`]AM85H/..UG)LQG)KQ%K$N^<2M$R&=229/XYPFRPI6(IHFQD>'\.%M=F MQ81589L(QHE@K_\`!#-K'MFS=EL2?;)IV%%"22]#+1H//0E);Q!9AW>9!]B6 M>-)Y/IUDH1=NUP'&\,!(F7A7E?4CYJ`<8+BFE$D82 M1268R2'GS#PBDZN>1UZ&FC0><]E6D<7N6*[A*HS6#\KHUK`N*&>*Z1%GKTQ( M%2:GGI6RV*;.HHP:`V6FY.2:,&,0BFHRK55K55K$4 MO\3Y3_Y6O3&T:#S.?O6N)'^T7E+_`!/E/_E:/O6N)'^T7E+_`!/E?_E:],;1 MH-*_P0<&9DHG'W0YZZ8NO56A25>V-SRLY7'\>P(NHQ(9-([E9,$R'.!#"4#" M'-RB`"([`.].'8/L#6!U_P#GD3_Q2O\`[NL]T!HT:-`:-&C0&C1HT!HT:-`: M-&C0&C1HT!HT:-`:-&C0&C1HT!HT:-`:-&C0&C1HT!HT:-`:-&C0&C1HT!HT M:-!IY_=6..\@W5UP2/J90KO<&,,CGY"8>52H6*RM(E>2/BJ('>`T="V*J#=;DU`OU$,U_VFLM_O97G_0.O7&R?_0N?_C[/_P#R MZ;EH/+&_40S7_::RW^]E>?\`0.K2IPYY/6.Y45P#D90[W87ACXAMIA=B!A.! MG.];'SSE.8QRG5YSE.8QP$#&,(^J?HT'E9%X=LI$*0A,"9)*5,B1"`7$EO#D M(W'F;E+M7/JE;&$1;`&P-A$10\O<=5^]VRD`"`8$R0`"`!L&([MF,L0`(0`*H)@`"$``#D+M0.&[)92$3#A^R(":?.!$_U(+;R M$*J&RI"D^C?*5-7NO52T:#RL1X=,H&6,X-@/(YESHBW46- MB.W&550,!2F16.-<$RR1BD(!DU1.0P$(`@($+M\J\..3ERB5;`.1EBB)1$%< M16Y3!U$RL%X8?"Y$3D7)0LLPIJ[=_%2[!W%R;%P M65?&,W>Q[Y%N\:+E`Q1,BX125*!@$2``ANY?3D<:?T*M_P#C;W_GM!G^C1HT 7!HT:-`:-&C0&C1HT!HT:-`:-&C0?_]D_ ` end GRAPHIC 49 g552699.jpg G552699.JPG begin 644 g552699.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`_1$E32S$P-3I;,3%:0D@Q+C$Q6D)( M-S8HK2WU^$F M-'+Q)S5#1'5VI*:U*#9&2%1D9VB"D[+2T__$`!8!`0$!```````````````` M```!`O_$`"H1`0`"``0%`P,%```````````!$2$Q4?`"06&!D7&QT1+!X3)" M-&[HI#\`K>C3:PDMR-UZ5(Z,J.*(E<0 M%(\GWELM!"`!@ZE`5*TB&QS@)#]U['?%(/)`X>,;'C)A.15=C','&IQ%@+7U&BKDPG7/&^]*T7&Y,WR':+[< MIQI^;O`3[JISDS7L45=_AH[>;8R];9'M6/8^\MYIDUD8%U'Q24@Y2EKE5RNI M1V%1M$HTCHC:5V:,MD3&6*[3"9(2K]LN]7BK)+QUHBU'4"E\(W#A6&CX0\.0 MLJ0S6'20=23V0%RW4=.3-T2M?#G`T;V0:FM0[I:Z2[DFLPK5IM]"+R31)9%D M_.Q.!#N4$'(F6214YY*181,`!YB(#SH/T!=IZF5OS&H=',U[JF2[DWFK,F6] M529C9E*R5TTVZ6K$G/*0,=&5F/M#B&5:C-Q-5;C66#GA&%4%ITI(N4U^<1B' M..7<#3Z-HPODFVXXETE"J'5J4RLQCGX%$IA1EX/E>OSC53I`JK:8BWR)R"8O M27GG5H'LW^V(+GBR0&!MS+:'KV59YPE%T7(L&U"+JN0),R*AR04]$]XHWJ=P M>F2-[+48J?!RQ.#@P9MX63%G'R`3[:-&C0&C1HT!HT:QLK+,(9H9Y(.`01[Q M-%/I35777<+FZ$&S1J@15R\=KG'H;M&R2JZY_BIICP(@#:MV&\7">S>A%N^7 MI]1!S*'%C'!BB4X) M5NO-U6B@""4RZ*/6+X]RG95[I-[&X3(>;KC.3+TKQ=59`ABHM"]GKMAC&49BJ[+PU MKL5`=O8RV9%JE@-19:PS+BQR:#]Y*"[?O5C1\8P9HM8B"Z5@;(`=V8X**$Z@ M@RR+F#,V=Y=DYRKD>]94F3JM6,>K<9UY.K$566!%HU:)K?2&I#+K@5-)LW3( M05!$I/=IV%Q[-;/E=0E7T(\HEO@X**7D)J33G0K2C-2/CT'LTU2B9I)1Z_1C M%%C,0D6QO#O'3=<")H%)YV/,`=F;LC@,05:UGQ-%*W:P5Y&>8WFY2D[;Y6O2 MSSO5X.7B&,S)>RF[B)4!@_:)(QZ9!5J$='6"XM':1Y>:KL2Z;RPOE32K2.59/\`PP)$BHI5R\$_6D1%<*:. M*<[YUPJ+I[A?*F0\;D4`22"E(FGC!DJ!3@J9*1113(G+U!R)> M?/4M&W#MV=QV.G;*-S_$0&>*:91)-S.,VL31\CL6P%[H%&(I&2Y32;FBK369!BA(FF"2`IQS9NJV(4HE(#1PV(BY9F3`?I1VJR)T MO5,Q1U@6%G<5B7D82PFE%ZX@TCY"&M[Q!9TU:(O%7+5Q"6*53(/=NHY=H+E" M7>D*DM%.FXRKWQJ*CEV"IZ-=4SD5(11,Y3IJ%*1*!P:.XEN;@ M"F(I'B4=./T!JFWV[LA;W>]>*CYSQ_P:B\*TDU&361,FQ\))3%H7L[B/-W92 M+J+SK8B,DJ4RARF9,45#%*FD0MQB1?(1C![(N04%NP:.'BQ42=XL9)LB=8Y4 MD^0%14Q2"5,@"`G4$I`$!,&F=9CVDX"W.S%8MFXO&E=R'-59A(LJPQ>+2S!E M7(V;59O'L8NM$246^L"O?LVZJIY98\>W>`Y4C(MGWRBJH5J-B%7PV.`G+7)C M6E2"E\O-@FI%O;&3!9J>*K3#X.UQB]?(XSA6K:2L81,:XDY=O65K&=.(]K/C*`W/ M(/S.@C&:9EE&#E1)!`]G?'?9S;+L39*894Q[@VH0=D8,EV;=N^"1M,&T46,! MPEH>&M4I,,H.P(F*1)*98IBN1H*K5))$5>_(Y',N,:YF7'LUC^?9Q"C"6(V( M"CR/*L1L#=XV=B*(LU6;Q`53-DTU!9NVQE$^4E3'1,HF8(55K'#U^%+4L.XX MRC&6!%,:Y".K;D&.+58YA4IAM32OI5R==`R4>1AUS#85G$V21ZW7V[]RA!1B: M96;\[Q4`;)KD0635+WG38,JG9MG85ZZ1UTR35[?-6A"U,FDRG2Y2*2CX^VKA M,2;-PQ0GBD>)KVE)I/KF`"*"=OX5`Z+90R(KIMQV91&$;;$9%G[>E;[U%5^Q MQIY"*B5J[%OIRXRRSZS6AW'J/G8G?OV16,:@T2%!BT!!P[30%95'&;S)1*[974<=2,9QMM920/G)$"BQ0,T09JQ4:"*+)B"2CQD4J M)`*"Z1RA7R8NI"/=LGT6NX;2K!RT>QCIHHHD[;2C)=)S'NFJJ0D53=(/DD%F MZB9BJ$7(F8@@8`'5O[M#>REH>Z&1NF=<;31Z-G0W]::R+A/ MX2(IHI2,;:YIN="*+;VKI0A2,HTDK'/DD3+)QP=FIV3UWR=/U#.>>XE2KXXC M7#&P0%0?`0\M9G"!^^:*2!2&.B@S;.$P,5!,RI3+)E675'H(U.%H[!\_8+3A MS%UBMA#DL\U0:I(V$%"B109IS#-#R1SD'ZDZCOO5#%]`,8>!$.!TJ>O.T:MV M+5LR9HD;M&:"+5L@F'2FBW03*DBD0/<1-,A2%#W``:]&@-&C1H.!$"@(B(`` M>8B/D``'F(B/N``\Q'W!YCY:2X)2-G[._D&CQ"21KS9I&L#-G#=VS:O)))=S M*.VZB!E$_'*H`VC5%1-WK=NB[;I]V5V[!7B[+"_FF4"[.!XE.*5EG4:8>$I= MP+])DW(\+Y>)CX[@RJ[$_4VONB""92ATI=ZIW9>.DG>'Z0#K-R&U>(X]`-]_6H.J-0GJZ[IY1::[=.EE'# MERZJL$X<.%U1ZE5EUU6)E5EE#?&454,90YA$3&$=8>U7FO4>%5L=MFFT#!H2 M$%%*R;XRH-DY&S3\75H!H/<)+*=[*V&:BHEKPF)/%/D>].DEUJDT:M[@\4W& MY%H%2N1;-:^%/%L(*%L\FSAU"R=EATFUCGVL&>N5AZ^D:=:&T4PL,O&O)?V* MZ7C$'351FNZ!M_:$E=Q..,78Q(G2>EE1M+)M"`1=-5!VP>OK"H@=P1%RE,#5]YNV&^V1Q3*YF M*I2T\U;6AZ_8/4I2):,(ZG."M)Z4D)*SQ,5#-H=)WW[2/F%'HQ,X[CY5O"O7 MZ\3($;[6]W%8(96.+I!LBTA[-R3VX,31\7(PTJP@5,?1$!/W)Q;GS,ZL-3H^ MO1ULJBSV1L+F/:`M:*^BBHHK*MQ$$HVQ6G,68Y7)TCGJM1*]28-L>1U0A%XE MC)5-M:$(EW)7=:"4E$7+F84;NI-BT5FUCJ)E3(BR:'(9%P`O'B:Q4H%T=]!U M2MPCTZ)VYWD/`Q46[.W4,F=1`SEDU06,@H=)(ZB0G[LYTTS&*)B%$-`=9@Q? M'$(9]E#&T)K,.-JY#5ZQSF0J?'0%ND&L35)M6SPRD39I%Z"QFK2OR+=XLSFE%BM MUS@:-6Z4,40(IW2@ M@FKW9A`_=*#T*<=!_BF'0?#'$N5*X9&H[4_7%UHU6F(U`H]2<,6V1CAZ[@D> M!$$639RS/(Q[,``K)K*%:I`1JDV3(LNFUUM=I2LFP,>S#K+E!G-(3[AP)#OY M*SU2/0DF5@=+%(!E'#N)7>Q;PI`2:I(M8A%NBBDW*33E-`:-&C0&C1HT!HT: M-`:-&C0&C1HT!HT:-`:-&C0&C1HT!HT:-`:-&C0&C1HT!HT:/M:#%.IN+9.! M:.'92N02*L9$A%53D3.(E3,IW1#@GW@E-W8'$IC@4QB`8I3"&/>7"NQ[1T_? M22;1FR;K.G;IPDX20;MT""HLLLH9$"D3(0!$3"/KP4.3&*`M!/:[&1<3#/', MH_6;.U3G<10J%5DY92+`'8GC#G149"F5=X@8Q@CH0$L4T59*).G4>[3:M3OA:,VO2BW.5>02!RH9H5F=O)J%`2HB0)& M6;QM(,VK]FJ5=H];(.VJQ0,4JK=RD19!4I3E*<`42.0X`G2 M&(9*0IK2D5F9C1&0D3P%::I,Y)NX544`K.-@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&M<6M42BX<-BF7<': MJ=RLHW1%1`JP!R=$JPF*111+D"K`F)P2./=*"54IR%QTG?J[#Q[V5E%EV4=' MMU'3QVND0B2"*8./?-Y-@RDFH MG,VD&C9ZW%1,Z*@H.T".$1424`%$CBFH43)G`#D-R4P`8!#7LT!HT:-`:-&C M0&C1HT!HT:-`:-&C0&C1HT!HT:-`:-&C0-GVTNTI^-R1=TR`0+CDRR2!!`3# MU-FC@6;/@3```#3F--IVO,#5ZG6RF.%"GD:9D:UP;X`\C# M^F4GS-<2^@%=L7;=RF)1$IB*%,41`?)RV@1RQ"WGK1)0,T]/CE(TW0W!\"BVHO&V]/.\O$XV;R,-!X MN*_G6M.SUD^=P]D*S06![B@CGI\:#E:8I,P;B04M)Z+BJ!83+B=/7:VM>TI6 M1D'ZMLIS,9#LZM4&DI$V*?9I*UIM$.(TDF<%DDH23<2*3A8\@]:'0<,&TDW1 M9I-W:JX,4UF2R"ZC91VEXI/H[(+202(XB)U%\BT#PB;B.E"O"-@*0H^%(Y;. M%@2X3,4QD04`>#`8Y?C\B#5=RFXW>)2L@79A@^CTBTXVHN`\ M1SN/>8LL*R/CF,7+QR3Y@M9@XX<'#@3&#@Y@$#&#@QP$/,#&#R,8.#&`.#"( M!KN-O7'R%ZX,'`%X,NL;XI1$2E\SC\4HB(E+]2`B(@`T:DG:KEF*-&S7=-DGRKJJVF(DA,R,Y;$66)2XBF0#JOCD32*F0#*+G*1 M,I3@")"B8P%(4JA@[HA>`*H8.@`.(:X/;`$B@'<@)"$.*@*G`4R)@3H5[[O1 M[LJ7=AT+"IPGW0"57Z6`@`(SC3.F8LA73%^/LFP##'ABZZ6VKOW<#&FLV/)>2EFD6LP"QL7,,]E4'*Y"@U9O/P#*,W^-(R M-CTTBLZ?(S=#:JH?]7=M:=*NH-H\1$1,)N_:-4#+&ZA`70+B7@H@`-LQ]"9' MS'"2Q:G;&5(Q8G89:&BK&R1?R=LG(IN<@.E:V#LZ41$,$G*SN-B9KH>NBLVR M*C(4S))*`]6FU"#H=9AZE6VO@X>$:$:-$C&,HJIP(G6@V;1HT:`T:-)5G#,5-V_XEOV9<@/%&=2Q]7G<]*&0)WCMX9,4V MT=$1Z?'2M*SDJY8PT4B82D6D'[9,YB$$QBA\LO(![#8/F:BK2?;RC=G#2::: M:R3'V@!O:(2+900![%*L&BJCJ/`R9W3ENR%%=HX32=H)2REI5J M]DAK?7)N(?.&<@T;R$/9("(D6P/X^0CW)FPLW[!ZS<+ME$NQIA"EX*N3.?J% M_P`BQ3^T>!-9ZO,VFLR,-EJT5\+)(_#&RQ3FJ$EEK4`6&0=3*](DJI".D(Z" M1>0A&<*T1.V'=[9IEE5JE;&$A/Q\!%1V033DC!V\U<2;*3]/1CZJ#T&;=\I* M'=3CA!")XCV:,8+U-6QVB%<5?PKI))&,,=_/KEX<(F3!ZPID+P;6`CBR[5=O'5)=]`%;K M(NA6)]XS8U@>+K:M71=Y"68%:%1C'#JP02S^"?$)@%1*:BU_@@1!632E=M.+ M9PJ!R!6;)5K'!+KQ+MR:/(IH/(\+D%@>Q14X:MF>*>S86-9O9N>\_;UC-% M);(N7*16&B,5-RDQ/.)HHU:&)7EO!/D'LRV62G"W:P()1L6Q93[:/H[!=BQ9P]20%520& M.!S*S4899^6-:ST;&>U)PAO.40I1VZ^+E]Q13;MDEM>ZA-T6H-C2!` M>)2$3;G;!1V=M'D<0Z*3^*;/Y!,@.4D49=9!-)4B2RB2Y5"%8C7[!.U&>A;3 M5Y9[!66M2S"=K\W&KJ-G\1-13DCR-D6:Z1B*)KM721#ATF`%4^\05`R*JA#! M^EAHTWO:AEY_GO;CAO+TLU293-[H<#-SC5``*W2FEF9"2HMR@0A2-U7R:RZ! M"E`J:2I4RATD#EPF@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT:` MT:-&@-&C1H#1HUJ4[:48QF4CE`6E`ZFU<,F"<6!TDR#;%U6A&*G?E\6U0> M&,M"N%"E/)S`GCG)2-B@;7E>E7.\;@N+MQT0]K4($BF$2"0)R+M1=9N8BI_' M=VX[QPZ8&X!S)"ZA^#-R$$0PO`DR]`)]#U,$;%3$R)R'D\2(+IDL*:Q>1*3E M1518A4^""DJDH("H8XC)GJ,=`G=Y;@""D5$2V2F@*1'HR12HZ#G6@Y&L2< M'5;`+>0%G+^PI!>/[CK,Z34!,4D7`&(DJ#4O?&Z$W2P)ID5`3%/U)&$K;LV; M_P#:U@EQ(Q%IR0RG;9&\EN41&0`PD$W.D6-26O$K`04A:Q+$>!-*23B5%LS8QKP5Q:J&231(G[4=HMC M=,4(\IF7<+J)]P5%PX#82NW'M5PI[5MY3>WXU7Q!8M89`3D@B(E>';^-Y"90 M3_2+%GT@*\)R]`IB_&'`+N5BNPX=*F$:0Y:$"89NCD*"B[GNX^#[LSD>LYA' MV+)G`J*;L[SO!.)`X!9[)F8:FR@JW4YAI,/N86/3,=LV=LXV*16:LS*OE4`; MBO(.6R9DVC9(Z8`8RCU?NT$T47#N@\_OC^(1#42F3I]2%?6"S%",E#P4*E.$ M3C$G$;&O30<.:1*U2(LF9=J"IV7A7*W=*<.!7<$(H`E*;$8I[9/`MK49LLG4 MZZXI=NO#E4DTR(7FJMS*EZE55GT(BUL"#=,1_NBE9.(`/F'!1'03!Z-)UC3+ MF,LQU].T8OO-;O$&?I*=[7Y-!Z9FH?J$K>39@)'\2[$I1,+.3:M'0!P(I<"` MBHN@-&HY^U.WQ3_9Y;0[1N7K>/(?*$I7KCCRKIU*=LC^J1[I&[6=M`+O#S$; M$3CI)2/37%RBB6/.1R9?L(\8_P"?6Y_\,M!>6T:HT_HN M/,OV$>,?\^MS_P"&6C]%QYE^PCQC_GUN?_#+07EM&J-/Z+CS+]A'C'_/K<_^ M&6C]%QYE^PCQC_GUN?\`PRT%Y;1JC3^BX\R_81XQ_P`^MS_X9:/T7'F7["/& M/^?6Y_\`#+07EM&J-/Z+CS+]A'C'_/K<_P#AEH_1<>9?L(\8_P"?6Y_\,M!> M6T:HT_HN/,OV$>,?\^MS_P"&6C]%QYE^PCQC_GUN?_#+07EM&J-/Z+CS+]A' MC'_/K<_^&6K&W9C]IC_9Z;6HW/UPQHCC&?*J/FCE%5P@>-(1LN"B:2JR8%.(/AM0GQ/?'F32HG/0;DVC8W)QD"'4 M/6I:*(#*O9`40(4QCQ'@#E@;+#VO%M/N%PQI>?A%-U M;V_,MZDF*]<2=(4MIX@Q3DO%T]%NZ]CR)1R9$1TU5;`:W&DJ]\#I21@YEE M.@2'1E:VQ:LVS8PM5VW25^4B3A?O3`]/=G9=]6?:/(0.WRLT[">)I-V:0LN2 M+-F>"I.6TZ[7W+>13AX9C+O63FNEE3M$I28M+4I7)([^TD,B`"YE7<-Q]VF[ M^G6U=E8=Q.0;J%9DUV#RKW27B;U1)%9BL**J3Z.=1#]AN9D;.YA,6W1JS?U!RVKK*1=P17#&_*03&JHSTC(H3#M0\.-:C MVT2LR22<*%Z`>IMC/.5Q1*H;-,X9WH#3-E4&JR#N\V.RJHU=Q(EKSH&,9($9 M.YWVE*&)"H,WY[%T71XQ$&\ M:SR+B!B[/5(IL4I4DU)_';A9[,1;)(0%5T]JLA.`0#&.2`;HD,8+&U1M]7OU M9A+G2K!$6JJ61@A*0-B@7[>3B):/<%ZD7;!\T440<)&X$IA(<3)JD415*19- M1,OYRF2<<6[$EREZ#>6+:,M$$=`DFR9R+251;*+I`L1,'S$YVRJA2CTJ@F8> MZ5*9,WQBZG&["#<]9JMEZR[8IR4<.L=WF!F;O5F+MP86E3N<`+5295CN]4[E MBPM,8X`9)JD0J:\PQ:/2]#AP[.X"V1HT:-`:CA[6+%%RS!L7S)7J(A(2,_!I MUF^>P8Q,ZSNQ15&L8"4P&*8I@Y M`2B`AR&IU\9]H_@O']6J=>!I:Q"K52J5IH6*@Y=D@@2QAE7I#G'QIA='5 M6*0JB*`\"8I.7"HZ2=KF5 M84Q-1\<2E2L,NXJL;)(O@:M85NW=2\M/+S#Y<'BE MD:OW"("9%),CALWZ3"K](#I3,+'MR&8&6<!\6U9R*[9`Z[N M.=.9*+KS4H'CHHQ1;B1W,D=K*E<*"#I3O"#P0J)C)"P[4W9.YC2/GN:"P:P( ME,I$V&BY`CIPBG1\9,T!&N'2,2Y5R8_:1M#H M=RM;M\X1;-0BHB06;*KN>ON2%?+$28\J=VH)?TR(B5,Y@`0(80FJVB=B'EJ\ M2L3:=RJQ,?TI-1!VI3&+XKFRRR13D/X5^NW'NV""R8"51)N83G(?I%X4.M(P M)YGGMH:E*!.4':U0;#=9M$C%"9R7D:,DZ-CZ'9R'TQPA#1`.6=[L4TM'\&9K M@U@8EIXE-PH[=')X0[2[!VBV"5ZT6!P(MW"*!D^GNB=-L'.W9W;1+KAQ2NR6`(J:=4.JO"U%S M3Q/5\A**1[,RC:-8VJ'2(^65>G3*BDWD49%@FA[(R"1CZWE2KM)AS'=1SD.P0+S-.UIS("DM-V$U;ID:$7$,$[Y,&D)V&8.+( MI*/';.&F&:D@[09"ZZR$4(*([DY&B;5=UT),X`K$`P8U>EL'+-DG(3R\::=G M8^1:/)A!^H^-)F70(N869TUTDP!),BJ9@!3K=H\["O1Q;WG M#&5=2D'B4<@*"4I)O'CLZ2RY&4>+]VU*Z=F0;.5DVR1%5C)H+J%1$J:ABA'= ME#?GE[+&-IS%EAB:LA6YUJR;.#L33(R"0L%RN&S@BR[TQ7"Q1!0AA>$<%.5= M<3`)CLS..L8T#$]=:5/'=4AZG`L4DTD6$0R2:)B4A>" MBH8A"F5,'G]4(@41$"E+SQH*LW::]H5NN[-_.V,MI^UR8H<7C:N;=L;2[2+G M,9LK?*N)]_-WN*E'3=ZL_:.0;.&]>8G18E;F!N)%3]9A5/Q'M^?T=J7_`'XQ MU_H^M_Z3TLW;U<_GI&->.>?['G&7ISS_`/.7,/IQYZCZ^/\`KE/\8_Y=`Y_\ M_H[4O^_&.O\`1];_`-)Z/S^CM2_[\8Z_T?6_])Z;!\?]I1525*FF7D0#J,8`Y$`YY$-6WNRZW(Y&W8;*<29JRTK#NL@V).Q-;& M_@8I.#BI%S%6248MW;6&1571C0,Q2:HJ-TEUB&41.N!P%82%HEY-$_P!M7QC MB'LS@>3&$/\`KC3R'D>/7CUU7(\^X`]1'Y`#WB/D'O'34=U6\/%6TVK(2MU'9(2,D*4>K6?W$;]]Q> MXY1_&V&V*TZB.ECBCCRBK.H6$%J(AW;>=DTSDG+4>D.K68*7N,:-($!!NLH600Z"%5\8 MD0%5%&_4D(.V;M$3-X,QFTD858RIJ"9.6Z"+BYL9FYE6J?7^DD'HAX*,;#T# M#R)32XE1`_?C]U6*(OVI`;N$N\C)\HA(/#2/QC32S,CEKT.""V7CQX*4PFZ5 MY-NI)&27*XZS^YBDEX%ERDD8?!M1$QDDQ,81;I@)C#T^9C?JA]_/R:X$A"2+ M?H(0G+)[ST$*7GA=@`<](!SP'D'/I[M`C&0[K'XPE9;(LA&JO(VCM(NX/8F& M*DW7VBWQ1%I-62R M8O?K`!02R'7%V<<"ICE*4@V&`7L$&D!NKDIG;QJ```B<2`'(MCW=RL;$8URN MK)OFS$C^CJP['Q"I2&>RLI'JM8Z.:)^:CEX\7,!$6Z)3J&`#G$H)IJ'+`M$X M]O\`-F*$-2+?(]8?$.TKDN9(X#Z=*YVB:`@/N'O>!^707BJK8I.=I=HK MUMA53="_:Y MO0RE(QIJ[NFIT/7YIFW*,?D&H244]C+"<#D(+:;JL<\=.("3$HF4![&JN81U MTF*9").!"+A*#HT@QMQ^,2\]+Z56^=**5X'GY.\4)]_TU\1W*XU`>.N=^W[, M)_*[Y\O4?+W:!?\`1I!";D<9'\A=RZ7SJ12@A[A_\FL<1]?=KWI;A,7JB',V MZ2YY_NL3(AZ!SZE1/H%LT:2YIFC&+S@$K;'IB/H#I-XT_P!9PV3+_K:VIC=: MC)%`S&S0+KD0`"I2K(3\CZ<$,L4_G_V?7RT'LLED@J?`3-IL\JR@Z[7HUY,3 M4Q(KE;,8V,8(G#VC.6]Q$A+4_#8V MJAX6(_)7RC"-WR%LORTDHJ@P"R2L:F=S#-YPB"QH6EQ;I%\]0[PLHM).`6CV M4C_;&7N5@-M%8K,2Z50C<@Y,AXF?<-U^AN\AX2(EK*G%.#%-T*H/I:/C')DA M-PK[.`HE,7J#4&F`LRT[',"_B+<6VI`TS5@O-\4M5HJ+FAFG.&'5K)%&LGPB;FC[*#IZVB'#)4SZ-725(8`;M\%;/["=6%*L6+X.-'2K%U/DKT MP%>:R(*@@HR[:T:_&)+)5]O[9F7$?)DK1VDBLU8,I!2<>,E'":,,Q<*N`0;-55R0 M>Y.RO"Y$I])6+;LE0]B@*%7Z3*XO(Q;NL:'D(V=E)B8LT58$+='%(SL3B2&P MS+.2I+V;W;AF=?$N M9JM6RUIG+6@R*U;A'>4F\I).*I`Q4@LQ!:2LSF0(QB&*P2H_V;FUT%CO"9YK M@*'=IOQ<@M:NHSQLT\&@[%7V1_=T&'#8A^0,5M\0?BCKZ3^Z?;U!2C5M8\I, M(!1]4.X8MI^"MK%RY@)94ZC9:/:S59(OX!PW[Y:/D&B0)ARHHW7$1'43=DSA MB:(K=A@:;5K?77$]@#).)D9JZ;D\77=SF2?GJ2^EK!=K)D)>$3?4JB&&7K\UCR MO57%#5_8DG3:3QP?$EPC96\++5)"4D+>G)$82"CM2 M80;F7GYE*%?&!Z^,R]D*I;$Y3J]8SI/Y86QY*M:V]CFB$3$(UR%K)&,\[J=8 M@[&\:1(1;FLQJ4M(H75^T;,$6O<%DVYVR#(%7+-`$JH-HS#A^11R?CM]?:&Y M82'LDUQAF,S'12C\@]1X&6?JLA@90Q^!!>OS'BRG*)@.R`WF%E'8/VA,7N;0 M#&^16\?6LUQ,<=V4&(>&@+_&,P(1U+P*"JJBD?,M0,1::KPJ*)ID.,A$JJL> M_;Q]?>P9GC)K&F0F[:Q7:+R#EVU.97(=8]@1DICT]:;V^-L];K%7FQM,22N" MWD6JUCN$XACMU-65\UB:^P=Q$6,P[E4;QO=)['5_IMZK#U9A/56R1,Q&N43& M*<%4':9%4#](@)T7C55PS4L*TR8+B6C6.JP=7*JYL$NNX=JD%\[; MMU4.AHB4[QX82I-TE#AP%J'Z(XE_;_9#6F@9C(>W"2$@AQT&>WR(<&)Q[ MNDR@A]S5;W9A?I+'V`*8YCFL:[&X8#G\:OO:BCDB32(N_4RDG[/PZZ'5*-46 MA1CR+&,U%4YA<)*E`"Z#/*;%ZXDG,KN-JI&:==K;RXS9I#%\I&^SJG'RC>$? MV1PG(M&B@PC&7=MXY[(HD5;M'*G0X.D5)8Z?K;[$*@M"6R=<;FLU*3@S=)N))8L MEOXIA164E1UHDMF--.6S9@]B7$BBW0>PYC.T5EIAH=Q'-V8G=*+@B03:^]@V M04&OS#F(-M\K4P5*U+TEC,0..K"Z@YZU-5#(K05>>/X&,=2LJ5B%)"74AU8_"U>K\#7$71EY M!5^U:2R5>3D)E"-7;M0=/GYV)4P/WAE8J.Z[)U5H^.6J=4KLG7L22H0BDHYD MY:+:6!&:7R9/LJ]96K%R205ET$L@WU6%MT?)(24*FN1^5#VNFF]=`S&W;$:C M2'CQG/[;ZVFI$UFGVVP'9T9\];5>)O4,VGJZG:W*;$B=:DUV#M$'4;+BU<,W M7>-5!.HF<0Q+G9-4617AWFUHK,K`D>L_,\Q3.M",49=R+.*6>BYC4A:(2;L! M;1R[@R2+U?Z4V.H;RT]:5WB762HDYCI&L5."K\I6:W4X\(6;L:4G!05>Q/#X M<5:.)J5V%A#NJ?--ZY:R/,%D6[-_$K&EX9\#5NZ2ZW+(J+U,>Z7(`/WEM]>2))W//VM6ID.YG\LR68# MC%R<]X<)NPVG'UXL\/*H/%G#JT5:;M>-(*71AGDDP)!D(>/:NGT?'QR35!LG M90D\MG@GR-0CZY!T:.GXIDU@9:XVI%JE==LMLD9>26>.K':Y)K'J MNG+5-=`B+=%`[@AQ,#)K;M]P:SJEK>-,34)NZ:5>Q.VKA&OMB*MW+:%?+MW" M1P-U%516(15,_P"I.0I@`>`#4[GT.N(F[.*',(B)C9HRL(B/J(B\B!$1^<1$ M1'Y]0_743?`RY!P8/^B-H$>1-Z^P)$1#@1\P]>?,L,/*P,TR1D8>;CGT1*Q[@#"W?QLFU59/V2X%,0PHNFBZ MR"@`8!Z%#<"`\#JA;OJV,Y*V3Y2D*[-QS^6Q3.23M3%62D6:GL6?@SJG590, MFY3*+:*N<&U,FPEH1R=-1X#*CW93(WY=:A>Z!2,GU:5I&1*I`76HSC< MS:6KMEC&DO$ODA`0+WS-XFJGWB0CUH+D`B[=0`50534`#`%%3`.^"6P%CZ+H M450VP;>UQ"DD)HL*Q3V3J1DTU'";=B+=G((MTVKENW2 M(8$5E")&$Q^H)U]QO86[;[!(!+X?RG(X&D9Z0,VBZI8G#2T4QW*."G40BH)" M6?,;&T,)MYR$LUAH M\BDR<-SI/0.Z>M!\$BLUZTW8"\%(41.550"=6@U+=%LZVY4W"V2LRUEG,0ME M9LF,A`0\+:6Q:*]9Q.Z8LE2&9'C$G!Y#PZPMT&P-VZH(('7 M[U5,ZB*2;8I@%;N4R&Z0$U@SL@.SXO+)E:\\Y/9R5(4L];&N4./>,DRRH1SM MPB]=RSA!P0J[,'BK9J'0W5;.R-4B)'5*JLLFA([MD[(O:UMW=L;&^A7&4+JR M$JJ%@NA4GB313#*6W;H-4$FS5%)NW03(B@ M@@F1)%%),H%(FDD0"D33(4`*4A2@4H````!H-1K14:Y45,LP:G1\9L/8F.*IC8QQ\)EAKHJC\#*WRJ-0;IM*GWG$;PH%9:H MI-8`#@8(ALDF@P!NDFF0H,ZL5NQ-F?#LQ<<6QDA4$,"YW;0UKC489*G6JHSE M`FH]G9O;E39+#*5Y1O6Y]"SL6=MC8N7-57S"REBF\5+1[QY((V/3.*$#J[AC",C.)1XN80`A4T&AAZS% M`PE`>=:+MLCI2-Q8P2DV*T85U-6.4BXY<1%1A#R\PZDV#,1]#`U3="W`Q>2& M%,3)"9(Q#&VFMX5Q74C@K`T>!9K\B8SDS,CAPG4,(@`B)Q,(CY M^NE0``*`%*``4`````````#@```\@``\@`/(`T$:&4M@%GN.X?)&X:DYW'=6BG_`+,97*!4L;5X6[GAV[Y%MECRV]R$VR#6L3L',.[@3QK2*M6/Z>A5)^Q5M-61HS MD$,90!4ZG5I,DG*1!O%6&4*9UNC04B.WG#GM2L:>7/\`\GK&7\9,N>?\`UES%\G.F5-7,&E7I:/

/-#IIBWDE9<3(%2=N%"&CP1,*13BJ(`&K=W MSZ`(_:#U'Y/+R]/<`<_/KN1NHH7]5E,5W_+DKR+ M;J#)12S"0*12LNQBHZM21Y*+L2+M(4%O"H,)$RPQ[E5['DG:2QFHFRXKC(>J MRD=DC!URG%I3#,U)O9*"K%?H'PRA<8N.EA'8PDV^186X7&6>-Z_!HV:.EX9G M`KPZ#)W6CA'(=$R9S)*)G34(8R9TU"&35(H0XE.F=,Y2G34(<#)J)G*4Y#E$ MA@*8HAK[HQSYR@[BNX.5N@L] M5026<&*W2,=8P)B[6L M-66ZR\)CX:9`W*9IF&IBO9!LU5"LS>2G;%_7*6Y0;]PT4FY1I$PK25 M%BD#+Q3X_EY]?O\`H'WO/CU\QUST@`\_B'CC^OS^>O<*1?\`O`!\_/[7]>=` MI%^U]SRX'S]/QA_ST'A`@>?_`'\!S\_/R@'X]<=`>8_>\AX#C[OGKW@D`>H> MOIY#_\ M,NW\;)303":-&C0&C1HT!HT:-`:3[*^1H'$.-KQDZS'$L'1JS+V1^F10J2SL MD:T.LA'MCG`2`\DW0(1S/JX*+ITB`B`"(Z4'3+^T/AY.=V6[@H^(:KO'A*6E M*&0;D$Z@L(*P0DY+'Z2^8D1BH]XNK[@124$?(!T%3S,66[GG/)%IRC?7QWEC MM4@=TH@"JRC*%CDQ%.*KD.18YS-H:"9]#%D@3I`XD6>K%%V\@. MK(TG'%UR/(FCZ=`O)<4S!XM_P#:'CR&-QWLC+.!(R:E`.3=V*IW)P`01;JGX M*+Z,NSD>1W-Q:,;'J(WFSN6R44 M23;JU%"-=LUXQ)ZW==":I#@V.;VX6RKJNV]JM5#KSOVJ[@J\Q'**F/REN=RA6I![0L28,CLG7!5G\,YBQ[%>49Q;UTP26 M*W7,G\;=N`GZTE2C0IK?E&?NE(0O,'"8HH"EW<&JDM8QJT.^=SC9K'TU)U8; M$S]EP\:$Z#^0?F19QK=VNN")8D8'=9D^O-:^W81V/%?@]?VN3FKE[4GKQP]M M:$WDF9.ZD.\LGA%D'R.6;G`OA;-&DBYK[QBV-*>T8MA+(86L;@KU56T0QCH? M'JD'7:[C*OP%=E:BL]K\1^8OR;B/<,U@C MYN-ED!<&<`]":W29TR&ZBI&F;2LO6P\_##,UJ2MCVI5%N^A&4HWKQYIO"L/; MS]O&I3;]K"+RBIFQ1E'"<8+CQ0&0(B%EW);O&$_$4R2PY2*):;$FQ4@(2>7N M$W+/$Y.1>0[`R#9U)0+(PK2T?(18IN`;J(R3!VQ=)-W+=9(B%L\RWQ.2/-J/ M(64E'52H=,>R4G"HO'$G"X_R@SS##J/SIN44W$B^O3,LA+NRD1;.6B[EDT8, M!4(Y3\H9&N"ECJ%K(YCD)ND-GC>`7:19$42'D;M=L@/'+ML*RI7CE:SY`GER MF$Q.&PL6H@HJW45'.+O'3N3,6U.1HM`+DJ8C8:F1`2J]:4DFD68 M84LB6P@\D$%I!@JX;O19$1;/6QCN#+*=R5OB^9-Q#@3$=9XNQ0ZC`8L=#T>+ M*7@>.""SJQ%``//R[SGS]=+&X>YB1/89ZS5Z,LMDS7"2F.1BK1$SCNYO*RQ3 MCWDJO7:K"2D,YC85BY@HL5)R03X:)+)*R!548E:A/P*R#:?A96'=N4 M1<(HR\>YCG#A`J@HG*\ MOV6WV*\UQ(+%7K`\G_#O)RMN5NY=L'16C=NBHY@W8D(DJFD!CL'3>3$\OEU9'+U)?\`9L;L MWR>@*$.&O`MM2H1PX;S=O;#QP`^TFB_''IY.(]3^'_DIA+HU*(`=TF3GC@%% M4R&\P_="41^7CWCYAK-MK0BJ4O2L0P#Y\@8HE'R#T,`B`_<'SYT#?G&TF$'G MP5XL"`_J?%1\2\`!\^.>A)J(A]T!^?TXUM[M.G4P,,9=XYR/J4)&'<-1'CT` M3,WBX!Y\)R-`MD22HII!P@QL#;Z6C8HM/ZE-!\/B6A1'P M+MMZ"%?>M[>L!VE]'6VD9)\:Q@,08:;%==S M:9`2E.T86J[QB;VX6B1>)G=1T0,>Q9`S:J,_$ZY:]G>[/:9&S\?`XTJV8:=( M2YIE:SUMG(R+PPI,6[)'Q]>3W(QQ#//$L+,P>L"JF()S)LY&002!4O=]`$43Z.DP\<"`"`:-GG M-C_.F5)2S)^*1IT0U7KM#9N"F3(6%;R`JJ2!BF'NSRLZX*,I)D1,H+-,[%@H M)0:$Z\%C:@RF1[4UKT>1R1HDW$3,1JP2$Y# M.9)TT;D'XYC%7FE[HZXVK<92,E86KLC58U!)@W/16K-_'-&90ZE'!JA9#"\* MLHK]/7&)L+ARY6,=PH95N0ZY@$%CH MRKU``![U`I-_RKG3%PG;6/'=3:1"O>-FD]"C/NZVY[PAR%!%ZTD4TFB_28:GIV>SO;C9]Q&7*[#1T>X&M1-M[[)G*]Z<,9K+CE"B5LPI+JQ?QU9IVEU=1DA M*`$,D!BAQR4$0'G@5@X$-6",,X-QS@>JMJGCR!:131),A7;PJ*8/Y%4H>:KM M*:APVC&#08MN MESQY<]"9>?GYU7M[.7(5;QMB2KSUEE;)"`_VP7ZK5V4IS1FXMK*X61LFSKB] M:<2+!_&0\VBX(NNQGI1-&/B%4@=K/62@)."6(/HE_P"M59(_?(:V,6\RZ68-C,+LT;Q)V+ MB?B:P\:2:CP[0RT=`G>L'NF$WA`A;Z[,A6)I_",,W4'*5P8NEJM$R&1*WCNC M0U5BJ9919)S99%P]DHAO8)*5E9B2:S$@V:2-A:OY))$6S?<>8>F+^7(2ZTLS MJ;7&4-&3-H4EZ[BTBV*3AV^<( M)HCK[Q."[^\-+J2L2O6H^'J5NM1Y.60*=LY+5\*O\^M(A!)HX54925*@S2R"R+2//%X2:W&T.&W-S&5J] M%3%XJY<4PF,H^8=D-$6LTZRPW6D5"!=-ZT2G$L3A)1TN5=M[( MDKY5X=9H\*B_=OYB.\`U=)/VQS>RN;=LM7A"%7HE.E[>$Q58>V')'-6S`L~~LMN;R,D9L1%-I#,(EVC(/&4<[21,VW/,IBH'8TAU,IK8\J^4SG@I&%EB-:? M=(^3E:TX?`UD1,WFI2.A9=ZUJYBGL+AM$R;EK&N6\>\51Z,]NV;9!6MH,\~~:D7@RNGR+&G-~~~~-S MJ`X"H[QF%8A\8-Y"CS]CE:03'3F;+)V"NNZU(62A,\H#-7Z!92D&^E4;[E^6 MR$R?Y.D[`L[8O"5_I`DL#B-0AL`GO$LK9A)^`CIMM8YZKU^(LEE)+P9GUAG* M]M5F<#M+!)F/!'46,;(\JQS$1N8?BO(".2<%<3:+)VS2&!V[Y=L4>WF(ZK-? M8SNL7VW,YUW9JDV@W41C&#;6.Z$)+FFSLD9:)A'K"3]C/5F<@X8OF;U)'P*W MBB3C`;3$FGXYU(%C&+1"OHC6S/)67<.Y%!&#*S;W&J.CQ\ MXI&2[A&S5PK-BNK/1:;H'(/-ZL,^8ND%L8JI.I#+,1D2?7[VM2I[HTCYO#L^ MH2RNI-)$8VUM'N+Y-O#66*C)1V6*N,C&+*QR3J?4E]&N>[)_>J)D6H2D39T' MV0:G5H-]+L[!$)D?(\AY!YA]SS#T]`\OOZ#7;L?FF7+ZD`^"-H``X` M1#^T,CYB/3YC\X"`<^FI@?H=;ZW!#?OSY6_VR'U#W=/*F7$0#R^"5G]"AP`C M`R'ER'I_WC\^IA/H=;ZW!#?OSY6_VR'T%L?1HUBY9][/;%6Z@+U+$3#GW]13 MF\O\7[V@RFC6D?"8?V0/Q?DT?"8?V0/Q?DT#2]Z>S!3=N[PJ]1OL;25<0W*7 MM)4I:C)WIE-!+1\>R!)2-<6*"8&4CE8Y%ZBUF4)N"D%NA*6B'2")2'2&!V$Y MQ8HPQ+#O$MMK=Q-ML;\DA*PER<$-2YC":&'4Z\ZA)/+$M"2MI77;$OCV^OVH MNXZUO)EW5HF#--22KB1+X3#^R!^+\FCX3#^R!^+\FA7SO5&JIV<.4DFJJ;3> M7E@?%3N.)62C0%1*T>A1L16N]07>5\)A_9`_%^31\)A_9`_%^30; ML`<``>O``'/R\:YUI'PF']D#\7Y-'PF']D#\7Y-!L%@%X6#EO9Z+E=Z,>[*U M19+IMGAUCH'(GX1=42II.2&,!T#&,4.]*0.0$>0TC$MKFK;5`=6",?QTK%R# MN#=K/VIV1I1>-[M-610:J$243154,9(PBF"1UT5C('42Z3:R_P`)A_9`_%^3 M1\)A_9`_%^30;HH)P3.*92F4`AA(4YQ(0QP*(D*,TE2IHQSXY$D71FR(IBX,W1* MGT';B)A-R`;3\)A_9`_%^31\)OW9?N`4/O\``>8_/ZZ#=]&M(^$P_L@?B_)H M^$W'_E`_%^30;OHU')7^U/V*SF1\OX@?;I,/4?)^";E(T;)M(R?=ZYC6;@YN M/E92)*9H%RDHEC/,GRT0Z=-5H-Z_70CU&#R6:Q992/(X\,OVMW9P0-HEZ9,[ MZ=KS"QP2,,O),3Y9KCI%,E@:N'L21M+1ZSR#D7#EHU<+&:145.X4>M&YVSOP"C)8SE-_06?J`#`H'`@`AZ>@ASH7$ MY3>[]IB6\:-:1\)A_9`_%^31\)A_9`_%^30;OHUI'PF']D#\7Y-'PF']D#\7 MY-!N^C6D?"8?V0/Q?DUK=MO3V&A%'\>9`SHLE7VA"KD[Q(4Y.P1<8YZBE$HB M;PSQ;NQ`P=*G0;SZ>!"G5V[H=7:I8O#Y=O>,_7YK)F(?Y-,;*D`@`@'/`!\X M^?I\_`>X./Q:?1V[A>>U6Q@4/L?<:`'/S63,FF3%1/P40#U`/D#W<\C[^?NC M]_0.KPS7L!2V*GZN4YIBWG(RUYAGT()"?B:M8IQG5=NSV?Q_#EGQA9.>;Q=J MRJ@QJR+9,SE@ZDGATV<8:8$KG2XO<4;*WDU%PL';(!**99.SRP<3;_+ATY"> MC&&+J%:,%U1^Z<.HF/:U:JVXR%'MX;H>UM"&F[''24VDX:L":U"U/6K M%\SK<\[92:%B=1KMM#R+AM(-J@V!Y;'+!=)L=)VA6&9BN[$JW.HG"MCE7DC- MDS`8?#*PDK`RR\#-,7$3--CH(N(F0(#:11.\;-GC=)1H<>]*9PT>-'"9.GDZ M+E`_'TPN@D5B-L^V:3H:U\0GIOX',K[#1VA=^9D5U&5]RW0T2IXVVGOX%W>)ZQUF+8H9JK36( MHRV7G[ZU*8EB\RUZB70MK*=G!/'JLS0))?(\/*5"`;N4HP7+AO)E;QZ\4W9E M-M[1"KOZ+85)N/5JL_(MY&H2;]X#:NVAB=:-E"K02CE1A&S[8X.&3UVB+Q$VD,<6A_,9%9EQ0[5>/[K+U&-JV-Y:01&2>/8Y[@\>?GZ^OKY^[0*11+QP/'IS\@A\@\>0_R>NO?W)P\N/3Y/3S M_A]>1_*&CNC>?EP'RASY_>X'[?IH$LRRD!<;7(0`?*(\^1X_\^9^[R#Y?=Y> M[C5Q/L(_K:>#_P##+M_&R4U3XR\D8N,[D(AY!#_;_P#/F0>7S<>\1]1$/FU< M'["/ZVG@_P#PR[?QLE-!,)HT:XY#Y0^^&@YT:9MD?=C`XCW14S"=]68Q-1R/ M0(V4K]J<#W"2`\ M^G]?Z^_0&C1KYK+)-T57"ZA$44$U%EE53`1-))(@G444.;@"D(0IC',/D4H" M(^0:#E15-%,ZJRA$DDB&4554.4B::9`$QU#G,(%(0A0$QC&$"E`!$1``TT+, M>X:":QTG7(!-G)MW[=Q%R3]^V*[8.D'A#M7#!G'J$4"1!XBH=N;O4E4W!%#$ M0;+@8%2ISF#-TI>9=*DT9N\?-G;H&<='L.HKVQ.BB`=^X_8(Y,/IW"W"+='I M37` M[A4P"*9B$Z0`*^V[]3(\,32"36&R:O&-)-TVS!`,LP12=(J"*.8!Q?::;!2V;4VTK><_P"36#:O8TL- MWD`G'<6TGIQ*(/;YY[*N3G80C4Z+F?78((MX\(*+9%4;D9R2Z"MNJTU2M7>O MRE4M\%%V2MS;11C+0DRR0?QS]JJ`@9)=LX(=,W'U29P`%$5`*JB=-4A#EBAS MQL`RG"19'FUZZUX&4:U2:ML=7ROQ3@4F+1,$FK2%MB:22P@W;II-D49ILX,< MB28*/^H3J&!B]GO$#M1Q?;7\+'1C85!4;PDC,^)8L)3<;EAW;;Y$2M^,=[ M`8YIR1$UK%E6[0#@XLI!>*3>&\\F0JQG.K9%H" M^Z3&,S$5FBV9>=ZT*`5U"NETT""0SE:"%TSFXTSMDQ$4%'*20I]XH5H2.&4>,H\>^*W=@;%XNQ5'0E8JUCEH%C-Y2R!.'#$D!8%EO M@]&M(Q@+YYB=);W9HK)>:4+58U M5GN/XM]`Q$-%EC7*"2%.ARH**-`ACK*.$RNG1I!=XV!;OY!=VY>N%.^53!.2 M+#"U#RM9IVTMF2ZS*&A@K\JZ6@7D4/@)Q\:23K,$H"Z8L"O56957QF0@JA$M M4&8G!JJ1(X)(ZVX4A?&TA+5R#D1QZB@Y,W;-FZ+:+CVZ3:.CVR!6 MS5JDF4`$I$"\\G$P3<>\_2/' M(1<&-$TZ"=MGB`QD5& M12"0NUC-1+*2RRKY7QA^M$'07;K*(^7TM8ZSAR)P'@`Y$.KD#"/J(:5Y*RR M!3BFN].H0Q/I0)AW:HF`?,%%B#TD3`!YZR$(L(ATAP/QRI,-H2'T;GY]>.0] M_P#R^0/G]-?AC^?/'QB^7WN>!^Z/'W/(%8%\*IN3G(?E M,J!U#"(^HG.(_*/(\:]K27D(XP+1CQ9LJ`AR5(P=V;D?,#MS?FUMC-X10H"FH50/(>2&`?G]PCQ[_/R]_'''&@<51,KOVTDPK]K= M`\;R:P-(J:5`A%ROA()DH^0$A2)J"N4AO#NQ`ACJE%)7J.8IS.1(H10`$H_< M]!#[^F`D!!R0I%BE,!#E.7GS$#%\@$.0$/(#"'`\AY\_(.M]KU_EJ48CA=TY MD:ZD)32+)THHY78-.>%'DKG6Z,'[:2:-GK19-=NZ02<(*IF` MQ%45B%435((>I#E,!@'Y_O\`LT#,)SL]]H,^J=9YA>MMU#B(B,<+I@`"(\B) M2-URD#[A>/FUJ0=F-LT(Z;OD\6`@^9J`LR?-IV8:/V*Q1Y*JQ?MG2+QFH4?, M#-ETA]P\AR&G^:-`QZU[.H5K'G"BO%W?2B5)2'M3D)/QJ9?5,THX3$ZYA\N" MR2:X'$`[QVE8=\WD8]V0%&[IJH"B2A?00Y#S(<@\E43.!5$S M`)#E*8!`,CI@:ZUVVUV@G4968IGD21TVV2$3!QP5$WOUJR1%MA6,_!NR/(Y^D"B2A1#K3.'DJW7)SRDX0/RFLD;S*1':JU[8EUFV`\,N&ZRK=PWID2X;KH',DL@ND[=J)+ M)*D$#I+)*%*HDHF(&(<`.40,`"%I3Z)?^M59(_?E*ZX&]AIE-IL3:)]Y/5VP&MR MUF,RC8Q*(+*`A=MS_>;I0+-19MQWI+OF%IF*VNT"MFC)[)0]*BJ=`0T=$(-> MN,8(>S&D[+J%DU4YF6B*VLNS!6)*Y5^%=W"Y0J;:K,X63A4F]-5QNM`).JS' M/Q;*8HM]SOE+.NHN;J>*,K1?+&^?&6Z#R#=9E'*&2;,R"=QMUP1AB7-16*1W*"Q5K=-VG,BMEK-D6J+9=-V_:2C9 M@RAI(4P)]#[9L&HV;+L4ZR#9DX?'[""/1GL3;<9VJ:R]!RY;,1?,%;BHAFC' MQ]-9NXNOHJT&0ERV5DUL!GLK:VG@#HG!N;#<3D^/K,C4FKR")"S%+H=&E"EA M'3%Y(Q^,F-ABZ/(NY*"G(9^I.0<+:)>!,Z2B94B)5AWB\[J)^ MSU^"BX6O1\).A'7!K?+@^:5=])WMU=\*5S`4TN[90M6K:!5"T"O]RTF)AS.3 M:3MVCT*)$C>]D7A'RSEYWRX,FZ@);:<+!D.SU=:WSXU2!EL= M1T7<297PHBC:*);'\XA;=Q30BK,S)C0**TC8U=SC@7CV[+C.-O&3C+PKI(@( M6[W/Y3?UV%J3PM(=5J"K-GI[.&6I;<62E=NF,8_$EJC7::,FBEW4W3XF-\<: M-2BC&GF@V(@IRCZ66D?J^W4Y>E9-]*S3RJ6%>7I\=2I]M8:F6),Q\CCVHRB;^"C8%-])117DRUE3KKE.L%?P+@\8&`F75D?V5U: MMNF7+?$UQ;(]1I%M#"(ASH,]:+-+W.T M66XV)PD[G[;8IRTSKE!JBR00^8#>GV_G MY]`T&MW3GX&W(>1X^"-HX$?_`$#(!QY#QY_=]-3!_0ZWUN"&_?GRM_MD/J'N MZ$XIEQ\QY"I6CUXY'^T,@(^@\?;\N>/34PGT.M];@AOWY\K?[9#Z"V/I.?[IN[$?_XZ4;2";B7_`+.I,>MSQU61BGZ\<\L9,WK_`/IT M">?";]T7^OW='PF_=%_K]W3S3IHR,Y.FV!XY09*(MA<*)H`N<@K'(GU&!-V6[7$9,+T3/%OM\3C:@Y`@*W M.1#R]O6\8X15L\>608PBJ38SLSV8(F"Y56T4F\ZB-7#LH`S3.L1+\EI'O^.< M@41.0)&*7:D6NHDDE$S.4X\]D@7\,5ZHW(=,ZZ;47H+G1(HF94I!(4Y1,`A& MY-;0]4523D%@428^(.@N5+/L]S6&7]ZE\8M,IT97(, M"Q?2R63>/.X;"*H5T\Y M[4\T4^#"BXEIOMXV2<)T?#]S2K%:3FL?0[6J9'D+8R^#-QMUU-<:.1%)PDI- MHRD'.)O$.A*"DT#+OA9N/L&R'*-UR^>\W?-Z-EJ+A*\P*,))&LGP@KM%R=C) M3'\S6JV4'[BI0ZM+(=,:VK&P[5M/M4Q)8#"H)3%"8*E[OMO61I.+A:'FO&]M MEIR6?P,)'PEA1<.)F9BXTTQ(1L3WB:*4BY;Q)%)+AFJNDX9)++LU7!$5NC"Y M)+*VWK.1]L]"PVDK4K#;,7Y`Q7'89O^(X9[3YZKP$>E+5: MW7/(2$K`N#HR#HBK9L1#O7:+L,R[?HN];3U=KU*E(ZJ1;. M*H<7#/G[1=W'E1I-D@Y\Y'K=HHDX-[9&)616<)F,HBH\[\4UN[%,P9HO:KTJ M2G8+'U8P?EVM8><;4\[O[5=VD]+4$<'U'`-.I,L62 M?SJ=QJ=FD+!`7ER5HG&9.Q]98:9;O(NW0R17A432"2_?*JM5A=%1169.%:;X MMX^UXYLF24,DIX[M;--4RKI_6 M)M()"L2PG<(,)$STQ$B-Y-0K>4-\SXKISNW)2%/BHEFAF/&MP9L6U_D+M.TF#7 MHKZ#KTBZG_;3MG:H2+EY\[0T6P7:GAV[9`WQ;WK#MMQKL]6`65,);:$ZO$7/VY.'E:=F>M7:)KD[$-'KR#0273.];&LA? M"CG]5_K:@6MFWJ)W2;].U:JR5TNV,,@+XFV"NZ#E'']YM=%GZS9X^JW6Q1Z\ MF_JSYL>6@G\W78P5@2^5*=A,O9 MG;L31S667K#RU3N%;/\`FA';R:J])C[79&+NFU^2DH5U8K2MB2R2*R2[=5%P MDFLW606270<(JID627:N$3G1=-U454ED7#%4+#(1L-C7`-_DJI9XDM@3QDJUI;^+AVCAQ? M92UJ1MNHSKX&R<@ZL;6(8Q;A=@5_BL'Y9E\R9XW!6R/I.&'5@VPUG%%JW+4[ M).+<>U*P5G']E'+:W:=DWV()6:G6U&+)-C2PTNN6"+EG'?1\+,O6DG\_ MW,9]M1AW(LI5FVEXI=U'NEH]V4S9UX5PLFDN4R?>"8 MI@#:?A1^[_UM1HX[X3?NB_U^[H^$W[HO]?NZ;C\*/W?^MH^%'[O_`%M`X[X3 M?NB_U^[K7[-/>+C6[;J+]-L%1+Y>OE;80WR_-I$?A1^[_P!;74L_XQ]!MNO^ M[6BIE^JY]+-$FXX]_P!3H*\O;L!SVK>+@_\`R_XT_C)F331VTH5"!D87V/#K MJR3^+>EGG+==2<`8U_C'F731B,UC(*.2-EC-T3))KN$T%3((J*@/=)K+E(*2)U>D>Z(< MY3J](]`&Z3<`YNC[EV=-QS0*%\#"2)ZA4=VT`^F56M?6DUG>XVI-ZU!*UR6> M(J2M>95M9`7MF3;JI&G4A3;M2J'3`-*_)9ZPK8L4YC61@X:BS<\CDIK7:4TC M(%[-VB:ME2P[6:)-2/A:$X-#)T)>F7)_%2D1>(AA%H6667>M%)9^=K,-6:88 MN#ZL5:Y-P@S5NVPF39QG)FE0*E&IXC49I7"-G4_#"I&S0*2U=)"1Q"NAG36> MOD9K=;Y0K;J3!67C.9)J?&EO1&%BH6P3RXPSA=A!U^Q/'L?#3\H^9>+:(1#] M[&R;-H[257\0^C'\@4[)^Y.O9/R]C[)-@QJTF(FHY3R!JUR73CVDI`,I)XLQ=-DX\';1XW;X\VW_+*4G`&:;EVW!56#&60G5J%RVIS9Y*HTJM3T`Y2B)!A7 M)]XHC/-WDO%1L9%2#>&CF:B4>?EY'U\O/S]>`'R_@#2GQ.*\C3]HEZ5"T*UR MEP@/&C.UAI"O#SD-[-=MV#X)5@8A%6!FS]VT8"1R"9E7SMFS;%6*DZCU+'3(%BCGT68 MQ7+5N9"%/#/(Z:LL$\ M@9!G-+3Z+NKXN1S`\-6,Y0=NW3&"$\TGX;M@7, M&.I)U$77'%EA'C(94K@RC1)\Q(:!K$==)\"2T6X?1:HP-4EHV>FNZ>G]EQKQ M!=WW95"@(-(S"7_P8W3_`-#<_P#MS+W#P/KQ[A^7G5OWL)/K:F$/\-N_\;97 M513-"0%Q9=_BAY0O(?*'Z?8A[_,/=R'IJW7V$GUM3"'^&W?^-LKH'Y[O+[:\ M8;;LMWZCRGL6UUFLED(24%FQD/!.QE8UMWO@I)NZ8N/I+A4G0Y;JI_'ZNGJ* M40KU&[1[>2!C`&7B\`(@'_07'_N'_P!6M3S;^@$=GN>0`!$?@:3R#S'_`,>0 M^JG1R'ZS?%-]4;]2/RC\V@53,&<,G9ZL$?:,K60+1-Q4,6OL7@1$-#`C$D>. MI`&HMX-C'ME/TV\<*]^HD9Q],Z.]Z"$*6<+LX=ZPY-BF6!\I2BBV1J_'G^!E MDD%R&4O5*F`IU;776A2@HH<3K3\.D$B8RD@RDSJUYA`0]0$/M@(?P MZ?OL'VJVS/N3HRXB[F:KCK&L['3$S<(ERM&2KJQ1RB,C%5FJ2*8`HE+J'!!S M,233QY>7KY_?'S_AU$G>Q-DO=N>LN5#*LOALQ MB541,(E\!`)-B.$>D>0!,XL5`$..D>].(\"81T#OML6'PJ<"G?+*V*I!@UP*JUCT0,`=VYJ'C%>H5'L0!IX"IN@AC>G`#Q]O25V9^)$U!Y]>OW>[S]/+Y?/CYO701DVW8% MM?9*'&.KTO'J&ZS)M64T^4'I`!ZC`51P($23#^Z+*"1%,..M0HB4!UVIX]QU MAZ-E:[3VKQ9N_EPEUO$O?%&\8FR28`/>E,3"/(B*AQ$1$1Y]0]>>??\O'.@7161KS M-SY\!TAY^X-:/D/(.*\3F:!F/->',2NY%!-TQCLG91IU,EGC-83%3>-HB?F6 M4HLS4$!*5\FS.S,8!`''(#K`5JY2"SYT2$<1_P`(S0D]\%?:Q@]E#:PB'HUD M)/O``@QWMSP'CRF^(+3O^KXO.F@;'1H%7VEU[(3O'-?LV[F?L;VO[R9_/\)$ M#F.1W(1!RKYDC+//7Y`DLYKL`_?,!Q]#UI]^9_#8SE*M)UIH$2JHHJ29QB,, M=>E7ZR?U"NX*V5UO;Z+;:;D.HN#`5O:L?6N!NE>.<2@H"82]A*VSQU) MXMMX=IJSPR:-4VY-Y)PD_#'1YU.L!^9T&;49@6/?*5LA9Y10B*KHH=Y9]*A7 M.U'K*6+'^0\NXMR+:36>6WE9:Q=&[>Z3`K$AMI&U[)*6.TKYD::ME^AHU%]+ M@D\FTIH%FK.=!1O%Q$>:6,RCWST2.+6N>,985EWFDHO5QZ@`B/G]P?=^+TY] M_F&N?7S`!$`$?U(>7ISSP`AQ]SGY_(=1YNNT8H\+?-Q$=)G+_`!L9"2"MVN*POO;SINOD\C5*&F[A%5C;--0N)XR/I\Y M4IZRPDJV=Y8FS!#SU&D[%%9`:LTHZ$D`,#DNBSQ1&<[NI\<]$FPCP(#Y\CSZ M^G/IZ>?N^?W^X/(3D>.?+D1XZO(/]3&6.Y$&JSILEW`=9BQ-XPVP#"'IY#[^GW^G/IY>?\GSAK)LY-\S,! MFSE9(0XX`#CQ[O(0$>1]//@>`^3C6HFL=#)(NXSQ]E7!DC8%3RB!&`LE5:NQ M\?,-4VXO`D4O#IAX4CURS;L%GY3-$W(G*)@WR-GZP2MLY!PV4B(UZTH-TALB+MSE3E406)SP99 M,"E5*'H`F+P!#_*/ZH1_5<>>E0>6*/6J\O)M.N1*G%R`E9M2=Z\76!DN8C1) MM]69RIP($3``ZO,2CQYZC_&[EZS@1?DO4/2(G,'Q0$>GT+Y>7`#\_I\VT5#* MGP?GH]\LOWK'Q"+=^AU"<#M'"I4E#`!_(#HB8JQ#@)1^EB4>2F$!"6_`S]XE MC"@MY%7O'B=8B2N!ZNOI,9N4Q2";D>>[3$$A#GD!*)1].-+Z4P'*!@]!#3)\ M*60R=AN]/*H)V<"^B9.,\^>Y865B#\S8GN!-!X1P=$GZE-4"AY`&GD1BPJH\ M#[O,.?N`/V]!DM&C1H#1HT:#6K?5(>[5^0KDXW*X8OT3%`W'TYHX`!%N]:G# M@R;IJH(*I'*(.``RB/4'>)"&I%-1C[Y6@0%TH]M9&%N[?1+A%10H\*I$*6R6Z19MB.VM:KZSYM$>VI58!_ M2<:=\^;,#NN#I@HY(142I&.8O:V46P4281)=_2H"^-\GL&T M%;JI(K&@:I-5=>9<2EEJ[UE&MG:[>'FVRR3%H1ATJPZC5J^1[]1NF32F/]V; M*>AK06T4&>F[=,UYS&1=C+=V3=J2;F-J:^VBPS]C:.JR_D)E$ZJOPT@XMC(Q MJD>831;Z0B&/PQ04A6B M>7MML-@8XR,]EI&12W:IH/9-[..FS2+#K5(@`I/W+MJ M5)^Y.5F)5DW"C@B'TX,C"XYLEBL(56'JRLA8%W-D4(P!JS1\0ZIK*3D+*X0> M.118.UX1E#2:[MP@Z44(#0Q$E#J'1(J_B,WTQ[6Y*6$,<7QP0LY%6*-D&F46 M;+(I7K7<*MG9SCLUN;TYPF&$S`NGCV/HS:*]H_!B-CB*O$414BD=&@]VM?@* MY3H9GBN:\?6)NW61Z[7OA7;-_-7.A9@H<\#%K(1+QQ"QZB61H&43C8PS&/1= M59VW%DIX]N^3!B146IR"HGTY3@P&`ZP'.41`0 M$!#7HXY`>1$0Y\Q$Q>>?4>>?,0#W^\1UV;MA*BFDF0%0:-T2*G3()@(1%--/ MO52EY[I,PB0>3](!WA"]0B8.KN*0\B(DX'SYY#@``?0>.1^W^70?$`]?,W'N MX$/7SYX#[X<``<#Y\^FN0].`Y]X^8](CY^G`#Y!\_/'F'EZZ^W=CP`\`'D/` M\?5>G(\\\#Y_-R'EZ>_IT!Z_%^?D0X$?FX'[7/IY_;T&JW3CX%W'U$?@C:!' MXWF']H)#U#T$/=SY>7''.I@OH=;ZW!#?OSY6_P!LA]1!W4G_`$,N8B!0_P"B M%I]P"'_B"1]/>''N^3[6I?/H=;ZW!#?OSY6_VR'T%L?35MWZ,\?%C-Q`1,E+ MJL;7&.GR46U4>+MH\&$JBH[401`RQD"+K-TCF3(H8IUB")>GDQ74Z-!`S[8N M?[5+=^#LQ_--'MBY_M4MWX.S'\TU/-HT$#/MBY_M4MWX.S'\TT>V+G^U2W?@ M[,?S34\VN`$!]!`>/7@>=!`U[8N?[5+=^#LQ_--'MBY_M4MWX.S'\TU/-HT$ M#/M>Y_M3MWX.3'\TT>V+G^U2W?@[,?S34\VC00,^U[G^U.W?@[,?S31[7NG[ M4[=^#LQ_--3K2W?^RY'PSL6#CP3H4'I4B+F:J@@<2."HJ`9-44A#K`ARF*82 M@!BF#R%,<)O;7(TEN_M,DC*BZ=NE(IW^F!?"P*J=$RXQ%I"9B`BTSQ*!'-;$20F["T;R\2<$41BU'+M<52I"F:.BZ=G)N2QWE..MFVYW M-/*[^99<,6Q+^;I.'ZM?\6U>PWVIV2(J<5*V7`=XB[Y7*2Q9S9G0L=(3<&K6)1_9)2,NM@M$C)6R%;M(FFPD4:E MS)G9[E%N5USS,'.RDU7W)I1@=@]:2!^V+G^U2W?@[,?S34\O4'ER/'/ISY?P M\:YT5`S[8N?[5+=^#LQ_--'MBY_M4MWX.S'\TU/-HT$#/MBY_M4MWX.S'\TU MLM*=7"1NE,9JU:TII*VZLBLHO`RR2*:2,VQ745554:E3333(D)SG.8"E`!$1 M#U"<'1H*3/;JG!/M7,6']Q=O^-!_]Y,R?U#\6FC)V*52C',*A)OD89^\8R$C M$HO%$HZ0?1A50C73YJ003L9 M#Y_^LF8@\_OZ9HH)UBX'AZ\E?(5=JY3LS.MPS)15JBBX!QO=TW;7R\-9AB\K..(5A-K8 MY4>,J_#V%!LDWQ5DFX92IS%BC*6V7;L63"PW:59';-T"HA!-XQ@S39+,4'9, MGC+;_C^[8PQ=.2KS)K2V958[HW[>R0A(%[CJ@-]NL%'3[9[=HQU!A+#7["DZ M7934\E:XOX/*&9NF[*1`QVILP&R"SP=OB("X9%IP(M$*0]OT=3V=DN-LK!KG M=L4TZ+@TZY7F,G*N!FW&6(<\/;W#)E!)-(V>EWS,&,8W+*!U:[X\G,S-5V]1 MQ,F]1R8URTL_1KME9KR=R:6O(%K1=RA&%W:-Y!'KR58H%51=$\LK7DH5H>6\ M7#,'R.OQ&\/)D`:%;1,-065=KT7$5J'J)(F?5A&=*A<2V;#+>EEPDWJ.+')YR?D'SRNLG2J#H\@W>3#.M-O5+;,++6 MJ9.6NTWAI$/&N*G61(2M_!&:-++3=O\`$O#S*QGI MF3,3K3T/")-)#PP:'3]P\]6[K=K9+UZL7)IDF5K^G[+,H/5.4;`VEF'0U34^5WLW)S)2(LZ#B]W"K7=_ M9VK:WU^3LDL[@0S;<,YP50L2Y+(RK\A&QEHN4D1VLP@&#R03[DYWG>,8Y9KL M=7V&2I,S,\?W7(]>>U^$R/C''M^/0XZQ35I83^0,G6K'9:NE$L8Z77KKWHI$ M_8D;99&R4&QKCNN2TLP:KRX12$>,@Y*UD)!JGSW361D&B0J&$QQ2:/5VR?68 MO`&4%-(HG,4I2F,(F*4H"!0!W'HK(96'GX9ZFTC;&NFJA8L` M-=MC]T*LK;I-V+PF.6;=1`YW)TOA*B27TW2E96K,A$0T6_ MS!;L:V*RKP"`M(/ER(?<$1Y#W^_R$/R>GO/'^[G@>`\_,!#Y>0YX]/?SY:##9E>"IB^ M[%'IX/#![P$1-X]B/W?M^O/GJWKV$GGV:F$!_P#OMW_C;*ZIPY7>"KCFWDY# MX\3P'U7G^GF7IR/R_>U<=["/ZVG@_P#PR[?QLE-!+!;Z?6+]6I>GW.#CK)6) MYL#.8@Y9N#J.D6H*I+@@[;F$`52!9%)3I$0#J3*/NTWH=D.TH1$1V_8PY'S' M_HVC_P#ZZ=3HT$#VYS8U$WS=ECO$^#*9!8XIRN,8^TY$FH&+3;1->8*6^P1R MTRNV[SH?3\@W9$C8&.`P'>N40.OW<.G:RB@@4G0F3>"MT"+JN2H(E M,EQ*!5`,JEY*(*E*XK0&C1HT'F=\]P?CU_K_`"Z1:V]0E/YCZ>8U6<:.$+Y$H M*O8YJ@9K8$4@,*D:D10QDI0P$`PF8F.J*+LP@`-E#)'.(D4,)6!C>?,?CAY\ M<*<8M@D5F3]%)5I*LU&ADG"95$5^E4%%VJA%`$ARK)"(BF M)3`H5,0$!#4;><]D"\@Z>6/#TBWBEEC*.5Z?('4+&G5,)C&"'>`4YF`&YX*T M6*HU*(\)F0+Y:!H9+VHD"RG'83B;V%7PQ:(E&5K,]E'(A86`)=[ND\`[26CJ?4H88V` MK[AJX9+R6D3'+$1K0R&7JM9(QL[5:7:KS\$*)C%%VX:*J1JI2B`"HC*(% M48JI\CR!A6((AYB4-)TC?!24361??'24*HF7I54*("4PAKQ&W*.C%(!J[23]VFFFEU19 M!Z$T1,*1""*O)2)=0@D4!X2*($3Z4P(0I)B)SC+(I-_V-8@R$;([Q?/5HCD+ MEN9K>\FFIS%*Q+:JYC[)B=(/47:)(V]4]Y!Y9H<[0UF<*M2LBDFF%8BVD25B MBPL#&(0Y>J.YQ^@5J1*`IB)&9U56A4HM-,C9 M5PF=)=1$A#E*0ZB:BB9S`41$JAPY#J$1'TQII&N669\F(<>5C#-2@*:\RHSO M,K%SUAN;%=W2\08OC7#Z4B6U?[MA1,05"H5&&A(\[([@'`Q[^0?3;R2=R4V\ M471;ME)8R4`_?-K@]LL<271]C1$L6%]CV)LX<,UW`1)4##'R;R(,<$72;E5@ M5`#,6SA1=5N@V5*K=QUF5Y[@%55%2 MH@()D4-UD*02D$GJ)N=E"`]19HN>&29/.Y>5CJ8'E'AY1^V&711\<[4 M$$72*"#UZH5JU,N0$3G(4Q4_R.#N7<35D9SL0Z;1S4521;-T=T#1BR.1D8IG M"(&9(K@H4`\,8Y%S<")$S)D$P,>+N4*>,/&KU"DK(`X,Z02\`FDS2<*%4*JL M9H0Q45E3]ZH/6H!C`H!K]?2;K2CELK,#6&BZBLTNU2 M%NS!V"(&(4J"1C$(41*``8>?JA'0*T%X#]D*'K^K$>/N"4>?E#GR^_K9:O,_ M".5;M7#KP40W51=SLJ<3&1C(I!8BCA90"@(J++@0&K-J0#+.G2Z:2)#&$`%" MJ_A[.UKN:5.BX*.@U4X)E89B5MK]XU1C&O'CHC9=P"9G#1 M,B`$-WAA/R$IF!=J<54E(^0N$J>Y2K99%XBU!H#"O-7Q"B!'*<8!CF>+I"/T MAQ(*N54^.HO081Y!X6VR-E7"-AODPT7CGE\D&KV.C'10(YC:U%-$XZ`;.BA] M2Y5:)>+<)CYIJN#IB)NGD7Z0@CT!S\@C_!]SR'GW_P#-#ZA&"F1$"DZ0`I`` M`#@H%+[@X#C@/,```X]/72^1:/=H\B'F/ESZ<_:#^$?70931HT:`T:-&@-1. M]H%:4'EYI%.:'[UW&0BSI=,@AU%L$(TJ@@/'Q7"8AY#J2W(= M_K>,:A-72U/DV43#-3K&`QP!=\Z$I@:1C!,1ZEW[]<"MVJ)`$1.85#]**:IR M0YX'@K'NGW%2&1+(B<\$PEC3\JH8ISLTBM5$R1<*V.(&+W35NFV8(%ZAZDT1 M5,)AZS""&_1#,8K"]C5*Q:_(+,+KMI;J@(<"54EXB.LHA[A*81*/SAJL%MN? M@G@3$B?4/Q:3'!Z\>CAY[O/R]WNYX\^=6L/HE\H%[*C(Y2@!2ERU@(I2@'`` M`9'C@```/(``/(`#T#51O;NY<+8;Q/'M$U7+I>KQ;1JU;IG7<.'*[MRB@@@@ MF!E%EUE5")(I)E,=10Q"$*)A*&@D"PE9<;Q5CL:V1R0Q2N*)8V='E+34I.^T MN`R&N>-&!F;E2890LE9(5%@G--$6R*,@@PF7D3*OXF39,5FPN"B\F;06<+C( MLC3&$R\CST5U:&9\?V1G*EE(FHY0)EI>YSJ$TBTN52O]TD,9+XVJ<`*,A2H> M->)+*UP(^3),,SH6-W-M1R2^LEP@\7Q.*8ZN/;G(W.&N;Y2./9[O%4&/9'A: MA7YZ>3<-IN8;JRYUHY-.*C47;M?J.B"!]TM>V3-%4GYRKJUT)>9JJ>2Y"SGC MGT3-E]KL$LC&U.(QU`\Y;0AI6"QI<7I4HX,G8=L&,5 MWD*%@=2#ZPR-&CSL/?H,;'5P(I'RAVC"2?1)3N M5HR3@CLJ&QC(Z+R;`6TMCCZ;9VMQ;0S7=G9 MIUU$(RK:;*JA#,]KRT#%HQ3!JB[/.)-F/M!:=8HJ-M'J5XVR$D,2OYM2OQL! M`407-VK#["LE:[38,GMYU*'5:$C[(X.K!R]LC M9&KQ=N$@4V1L;!Y"-+`M)-U&Q>M3P#EBUQD-/H02;&OS=DQ%6F;]U)1+B5=J M9Q>6!GCJ1AJDVDQLEB8S:M7G>Z3B&*KT#L3D%N4H.5FH.UE\N[:!B(R#38&= M5R)J]^I+B,JU(F:I:["R=;MJO?X"4E+8JJV&72DL!(R,)$%L;Q=[7Y^,63E& MJ#I>$=EVR/R]LHC+0Q6D\=56TM_:=68STBTQ;;H2FK55UG*Q2DLO7*6K.MI) ME<:SM\<0=6FIYZ4Z%ENJ*;Z-;S,JS*1^+[$]B[D]C657> M(.:Z'M7VS'6:9AWRS(\\#^"B9*%IEMET9FRMXB%18UF?56BGQC%B27AIF+.\&#!#`D?/D#!QSZ=7''N]/01^X''D/S MZ3D9;G]6`"'R#P/VO70,J'ER8/41\Q^U[Q'GY/+[7/.@V*Z2(&IUO`##YU.S M!QU#[X*0+Z>GO].!U-%]#K?6X(;]^?*W^V0^H&[;)\U.UEZ_6L6$O'/IS"O@ M^4.!^YYCJ>7Z'7^MQ0_[]&5O]LB-!;&T:-)M>L\7$XFJ>-X6EQ M2A3`C*7Z17?21B'Y!)S[%B#LVA!`!*?NDY60((>0J>H:1',NY9'8KB^X9,W. M9/9WE6@9EEO)6+T$I[- MTL]GWN=,\XB"1K^,GEKQDX;2U9:3ED;.6E92H['*#:/AFCUS8).S3,$NWIM* MC8P$'D,.Z'M:=W&Y%](1L91#YPQ.44Q3LU[3\-:K"NH M@/2[29+0,&83&`D*`=*@QDNU57[HSZ155?O3_&4?2*JL@^,`>\[UZ==VIP'O M.L8?GT%I:Q=H-EDT%-EC]VNTVNW]&/?P4;)NLEXWEV4D6)NV7I&'L!ZW1RT1GG:?>(I7.L"D^ MJ5,OV%F#=;!\@C.,9-W#VJ;R6[N!).'1>5J;6BGV,E[%,6:"L=3CY*.K=AB+ MA!P,4_LWLB9`QMC2XU2\5UK/7FN,+&_KMK37A8^-0G7;DL!'Q4NU._7DWRT8 M@G)2`N(]JV0!V@@BJ)RJ"+`;W375(N%DIDR>,D9*K3+V&>.V13.6"[IDH!%% MF2CM!)+_LCX^&:9.;3%C9.I"#Y>P3CX56VSB@F*MNGG([#6:HB$QIFY^F"56=Q3ER%&R:X;MSK.64($B=9W6[8"* M*SM.L/WK]O*()K&@I5TX04CDPF1LKV1CJ_,OHAJ=[)M8UVLP:D("IE79$3"@ M4$A,3O0!3@XI@8#*%*)"_&,`#Z(0ZJD/&++LDXU==BV<.&")0(FT<.$BK+H` M4"$X%-90X&Y(4>OJ$P=7(ZP%M1G9'V2QK,HU9/FLU#R,L4[CI\27.DEJDSD_#N4WJP=PV`ZPJF(F<3EW?7G=M6SYJX9/$4W+1V@JV8"`^@@/O`=&M/;+2D M%)MH;V256J$CBDCI=LY556B?9[7X[*91=**+JIJD2$S.0;G/R(E;.$`.!5U. M8R^5.7C'TLQFV1F4:X%J^444[H[585A;I`HBH!51!TIP#(2%,#WJ(5MWAS=( M`F6XG+[()%[TA7) MXE-RE3:^*Q3I*@S`+2H@HGTG?JE,8@+;NU[.7?%OQW$7G*MGL5`QICB+E'=4 MPQ6;W99=_)1F/8IP+1I)$K%8BI-.#>W-RW5M[3KA?(=0;1M^[1BKB_D6F2/0D9-HN6:L\-(*NH@'!6SQ=HU<,5'J:R+1VN*8CJ,Q36[Q*0- MBLU^F8-.R0=IO-NEW,=6ILZRSFNR+:N0"M-<(L'QF4BD]\84,84VZW(50Z%VA^]7&#ANI6MTF5>AJKWA8NWVLM\C#"(@(IN(V M_)V$HIFX`#$(9$?<4Q?/F5G;?V^F2X&18PVZ+'<'>*VLNF1U>L9-"U>VQ3=1 M0G>/G=1?/G%;L22"8"8R,=(UET8!.9$K@X)MSS7Y5Q#MRV^X26C:!A?"M78I M&1AXEL_HE3=)K]+-Z]7*Z>3\;(+RS]=FP4(=S)K/W2YCF64,HIP;3(,%[,-I M<_N*A;K+8!H"\C-UV7>N:FHT&DG]?;2,P^E$6CQDY;J M0J"9#+QD6R>E54,$OF#<^8CW(X^BLGX8NT1>*A*B9'QL:H8CR+D4BE%W"V"( M<%2E*_.L>L@/(>7:M'R!3IJBD9!9%918=)9&8WQG!(F1KE(K-4`PD-WM0AF= M2<8C[@_^D^8`]_EJ.L'Y!$!]1#D"F^+R`<>8`(^8`/O`!X$ M`#GGC4A/;_'[OM.,?J<\=&W7&)O_`'IR\'\OS_:'48'C@_7?CY]_///`>_W< M?/SSH'BX[HFX3(^-C-*+.S"^-IK(3?&"5+5RRE7(6RWV9C&]N[J!;FMUFE!B%HJ)@X60GK`];MH=15/>$L9[O&[>'EH>Y6:0BFM>7CZ;8ZOG MTSZ!>TMUB>RYL43HD[&W`C9:F26.,9S\J9"(.UC';ZL)UMTS"<;,V!6FU'.. M2J&PKD94+6Y@F53R)^:M`)M6,4J=C?!K04]2:,L[8.%GB#FL=Y!O8-\HYK\A M'N'2+Z,<@Z6$ZB,=XN?XQE.QD;>(V/BIZ);0"D0SQ_C=O#P4$SH-EQ>WAZ5% M$J(,:&P"@W&SUE8E01AUWC&9>JOG#EXLHY,#BW6!-R->?RT)!Y,S]MGG$91Z[D1O*D>;@$7_MNEU>@4R\Y-4H[$]Q65O%+:8_L& M/WMD^#B#J'D8^3K<4LB\50*S9-VD-T^;9-%=!Y=B'*[9M&3]1*L4]NYE"LL/ MRV`V[V6=-X!-Q*RP8DFI"G+3#]1>1=-3-)!TY6EHV.?M5)A]\.48_&N3\?2J M,;:7>4(&U5=W9YP[(AJS!W.C4W&]A3KD#'5YL+21>TVBP,89VWL?Q@'GW<\?R#S M^+TT&[A(AQYB/S^8!]_D?3Y/3W_.#]<`>8_ M/\GVO>'R?P:/'!Q]4']1Y^]\GEZ^?S:`R2^!6B6<@>?5&@'/4`_^>-?G1H(3,R8LR=L6R,.;L(D7D<4OU$VT MS$N3+/FD.T=..M6M6=$H^(-`'4*`P-C`1<1*IDT'"Q%BD.^DLV^[F,;;BJ[[ M4J$B#2P,&Z!K)3I$Y$YV!75*`&,9+R"0BCJ]1&DPR!1HN7I(J+9UUMB+\\9L MY%HY82#5L^8O$5&SMF\03*]8'$.M.-;(B)BRO4R^4S(D(WL=%M,%;8)SY)2M?DVDHS$_J M9%15JHIW#@GHHW<`DNF/Q3IE,&@S#J:BF2PMW3Y!%>M3FI:O+)J'&59E*!#G.)C*`!2E`3'.8>[X*4A0$PF$ M>"`43"(!SIK3FT64CAP))*?/WDFJ4RI&,>N185GTPD)TW"G2=9`G["[K1V[B3FO#/';)NZ2<(-6B#INK&H/SMQ6:_3E4U%5B M+"@(D(XCA8KK=17:K8@+Q:ZY'V*,(NBJ#I@]10?,'[%8Q0,10@+-)!BZ3X,4 M1(8JB*I.0,0WU)BF,!FR6(^7JV95.(4J=K9%$P(EL*Q95V;H M2@')EA9HJ']3!U#U"^BJ1)7&/Z882]775($?(/,!&-;\_+Y>\?D^3D?/1;)4 M04!7A,/?Y`7U#CYP#Y?3G[7`CY@U*&DF%T9GA[3'1A)TK8II6N.2)/&X"8.E M56.462($C&&,`]#D$P4)SW;I-%&K%YN4$D(FNRWNZ2ARP66(YP4.1(22A!*ITCSP(BW?(E]?(>"^7KP'D&I$ MIS(FX8J:J+2'Q.P/TB4CXR-OD3I#^O*R5?M4CB''()J+"4?>(@(Z2J*LV>H: MS?"NP7PML*#91J>E>P(ZO4HR"BB:B@MD8]%:69R112`&TNN_?JHE,HBJ@NU6 M50,#!W/9E9T3,(-[O45PY'S.U?HC][Q*OK^+W#KSI]F=GHP\*7"GD*(\\D2? MG$/E^J<)_B$/FU,-#[@,=.DRDM3IUCZ0*7ZEXF8L$<]F&3,6IF;<8Y@Y29K.G3YFPGMSP.WZBQ]]LX$!!HO"1JB%3C%1`2INIFW/&Z M;0R#8WQU6D09X\7Z>Z)W/5WR?V@L-UU55-PM6(15<1`W?*0K`RHG_7=8M^KG MD.1-ZB(\\B.G'53'Z;8B22#1-%,H%`$T42))AQ[BE3*4H!Z>0!Y?:T":8HQO M+1QI2>M$@,_=;6^++6B9[L$4E714R(-V$/3D/J?D#[0:^]:IHD[L12'S\_J?3[7D/V_00#C MY1TNT%7BH`3XG!O+]3Z#P`<_.//H'G[O/0>VO1/=%3#HXX`O/VA]`^3D1^3U M^4=9X+5"HG6;IJK+^&5,@HJ@B*B`K)^2I$U0$"J"B?E)0Q.2%5(=/J$Y#@74 M,D3+>"IUA0:2@,I@L:B8@MOCNFZ3IZ@V,H`%(H"0K(F7(D8_093@XHFY+UE; M6-L=H**I(VV8\.@YDT4!"#(D(M6C$BTWV> M@HV6M*R<(A%(/W[N4!-FW8.W8"1^FP:]VDD_DN`\''/#E4(9OWKHATVO>]^M M-ASJC69"NQ+&RPZ[`LA$_"27?),4HF!K:+AL5ZHZ?"=NFF[58`=0RZATVTHL?"QQ3%<2+T_( M8ZIRB]9PHS)DVU'4%LG-F3=IU%NN8.DO@"(` M24LZQ#"/!&)&<8?@IB2BY!$H-2QSMIW%;QK8GDG.$Q,P]==*E."DD4S548X3 M]Y[-AXM+NVL5'@`@5-A'IICR(J.U@7,HJ<.]PR+E[?IDYI7*I'.HN@1+\_LZ M/(8/!Q#13I1<2=TF#Q^H0/[HX5*4!XY$1*D4>@G/ZHPB850T$`'T3#]:IR3^^W@/\` MWCQ^J;N#)=PPQ5C19LY6:.6==C5FSELL=NX:N&[E=5!=LND/U2FP@]CCTC&;&8D3Q<0I'PS:6DD M&QG[B.C%)`R<@_08$$#O5F3,R[I)F004=*)%0((&.&@>?2,U6:C$O"*3"I71 MCD9G$,[I'9/KY[]'SWL*UL+M%O'Q)&6:NG$@WLT8TD57;EZOXSNSMGJ3ELLJ MF.TV'=+F"W1MSC;18V,\GD&&RA`VUW(P$4>0E(W,-VH5_NZ:2[8C9O'"K/8T MIZ5?+'-&S6K0D:,)#-46:P"C]-OE'P=D.QY:J-DN35O7%K?M\J>/LB3JS2GS M["OW70:0<4DXDGJ;9%JH[372`V^[2[ M%%-2(90FJ\C8WVU:4>6FT9,QNX=X>HN2,P9EQCF:RV*%CHJ&B;2WJT?2*%9A M1*FQ9;D-D)M-P]M:Q,M M6YZ)F):*]XGK51JE5F`K++NG4;1:XXJ57<6:/[\&4_)QM:61A@?'29`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`JB+51DV7327..9 M@S/DN4OJ%7BJ1'*0%$J%>J,.NFZ9P%5QO1J_C^L,1=(L(=LX>##5UJXD%&43 M%L`>+K(L(]LT21*+EHK:K@!UE6S4Q_D><94N$M.)H>"O!LM81!&YXBN\M+,; M_NTCW!V0PT?C?%[!A'R4AC11RYM@I3;4DQ.L%&$@4-8'!&U%.@-I(,PVQ]<% MJ+!30OT;CBMC4E)^Q[9\T9Q(J$$[AE+.SA(.S8QK%&?13N5&=0\ MFUCBRX,W]IC[C?/Q\7GY/>/O\_3W\?)H"2,/J8`^U_)Y_P`(?QM^>1L[*U:RXMD$#4A#>J M^VR-5H&MM8R4DY*UOL9"PSHF=&4=QB\*DJ$;%.H>0(^9@PRSR0C6+(`&#SKL MZ'E\HQ+P!]XA[_Q^NK%GT.OY=G%#_OT97_VR(U7DW*5.%Q+=,D8JB+*WMKO' ML=*TVXV-BX;.8"2R)$1S]M>4:DLV23%S582:$]:C'KHRSJ3>0TI)"H#)XQ12 ML.?0['UN.(_?IRO_`+;$:"S3F*_OJ37V3.O)HNKK;I(E=J#5=$7*))!9(Z[J M6=MB'(HNRAF2:CM1$HE*Z>"QCU%$2/163\^,L0Q%*0-+RPFL-XE3$>S]FE3% M?2+J1%,A3J>)4+R)TRE*D10A2$13(#=BFT8D1:)ZFV3"[;C95RNGWD;B.KQT M4UZN3)A9+6FE-R*B8>9>LD:>!+UE$HE,V43,'NTY#0&J<';O6JUR^\^'J\PL MY"LT_#=/4IS,Z1DFA?A3*6%]9Y%N/25-PX?248R9NUR]9R$B&C8Q@*B4@7%7 M[U".9/)!T8Q&K%JX>.3E(=4Q$&R1UUC%33*910Q4R&$J9"B/LDK!O&SN><(.T`=( M-B"TCHATY?HMBO#*JO%@K@;&,-88M.!7KG*5C8[ M0H3:QS[ZJ,7]WE5F[)FM(3:U;C'TD@I*2[E)0&;$7+IM'MC)E=/RF1;J%7LP MXV[*C9ABG(\9D2K8_D)/V8V72:TZ^VJ?OM+8O53@JE.QD'/O%42S*"@"F`RW MMB,!!555O'M9'H?`Z/,^WW'>5J)+58M/ID;*.FZ+:,GFL(RA9:(2!TW6=)QL M["LDIF+(]00\&[*P73*Z:**M5RG05.700_H6RH5.%94[#C#.UAMK%!*GU&(G MV,0VBN*?*H4;EQ)`T,9HQ14,I(IE8D8IO6)UWP+,FQ>4X<)+97N,C,VTV=SK MCEO5J_?(C;*?:UO8AIU.2GSDAZW89Z<6A6C$AF+N0<,O!H)+HI/'29 ME0`;!E3[.[(XUN\ML@W*CRMCL36WQT4Y@I2XLXM".MKDL\Z1?(&;(B"OPI;L MW1%D4SG:1A5H]L8&Z@I"OFV/9C(8BO$)E*^VB(F+K&5RV,7+2L!(>PGUCO,N MNZL4RJ,JBDLFP"+39,XV%:I(M&SLSQT8!+W*8A#1N%P;M64Q/EG*#>@TE&V- M:Y8)6$/7SOX!9LX(]<(1QD*S'#'Q39"+C4D1;BH@+DW0DLY[XYE2:@/AYB8K MLI%3\`_=Q<_!2#":A9-@L=N]8342Y1?QKYFND)5$7+9^W170.F(&*/DU: M][1CLFV6=Y:\Y^P/84*EDM6NH/I7%8,D6%)R'*0;=^O(R+=ZU42-7KI/LO"M M._,U4@I5XP;'E4F[QXYE-1J=F_V6N1\]6NIY:RY`/*AAN*>,9UNPF$O#3-N5 M;*>);-O`'Y.V8I+I$%=-7E190"D7!)N4Y%PM%;?XRSV2,IV9[%+*JO;_`(IJ M[N;A'1%2+1MB?LXIZ]\,`CW)&**B3I-N@*::C<')T@ZR]1S.S0&C1HT!I"HVI4^/O5G MFH5@B1T5:/7>&36.NF>>>MW+E61`#JJ)D6:L%DFK!),A"QYGDLN@!%WZJFMF MNCE5]+-*^HNJC%%BU922007506E3*/"LF;)55`R:Y8U+NW*\@DDJ07:AV+58 MWA3KHK8IFDPCP.6/9M&!5`2*H1BT0:)'!'O.Z$R3=--+J)WRO!P(!QZS=1C> M7`;=XGC@0`P<"`AP/'`AY@(<>@@/GY>_STE;W"N&9)Z]DG^*Z,[D))TL^D'J MU?9BZ>O'!Q.NYXKK?XVJ]X<51G[$93-TFVE>AX:$LM@KT3:X^I.&![`YL+^63@)^">R;R*B' MD''+2S1@>36=%>%:`CN_.1>4G&^-'M<J6!O5F,37D*')1L0 MD^3,FJ+R-0F5HIO',FJ1SLI,S&0.44&JHA&[1,HRE,VSVV^8.LBQ'M^/CVJ[ MRIN8N8B;2VC9AHBS5S+_`'E;6&MJ88T^!;]Q`=_DA@ZF389<$IB$SC7(=#Q@ MA7JO"$K#N0R!.7C)&2:Q`4!A28:0-+N7+AZ)D%$BMU`VC;[>[EN8E0AHINR=F9.3HJN&HK)^8(+J-FYU2!QWAD4 MQ,(]`::PYWY[2X*$C9E'*+<:Q*RL5#1$Q7,>P%+=L7 MIDJK;*O,S"S,54X-.=BFR,#N!?QK/&+^.@ M9@P2J,H9LBC)R;9XR9O:_'M7KUA'R9YELS=1CUX5)ZU1(V?*-0=9XCYC??UU M46(JDHBJ0%45DSI+(JE(JBLDH42J)+(J`9)9)0HB51-4ATU"CTG*8OEIN^#= MQ..=Q-;LEOQ;+N)NM5N_63'IY@Q&0,YB0KC>)>C-P9V;Y\+FLSD=-QTI7)!X M#!Y)1CA-ZI&M$U$@.LJCQ84U`25`BHIG!(ZJ0JI$5$H@F95(ITC*IE/TF43* MJD90@"0JJ8B!RAUQW-"E9KU0BK'7954*U*PY53BJI&Q5ICEW)8(53"8YF\8] M8.S1H+&.HC%NF;,#"BU2X5W3;:H=I2LFLFI#&=*Y99R`SC]R/Z;=VZGQZ#EK M(<`)DV[1Y7UG+`L7EYAY`/']1T$H&`]NV/LSXMQK*0K"7<7]SG>ATS*[BWS%TJ5<9T7( MF58/'=,?XQ/&U4]3OK5X[E#P>0&K:\,%M77D&\NF6!INOQ]928U\LI M.6.NH-Y0Y@?D3:7C?"V5;HX([*M1R;A9O"P M<`RR'3;199^9>U^RP+7&F68C3N`7MML1;.HUQ4SW%**N4/9W]CF+).Q+R(D5<>);0\7[BRTEAC]>PJ-S MWZ-?9`69/2&FN\,2(EW`N?9[$C,R$8KVPQF2,G99H"V78^)B,87>@4=K=(JB MSUA:W1YDO-$-A>K2D97WTO5Y:$BE9*<9V-^,RH#UE#).FO@UY(C=-QL\SM'W M-9&RC8)BXYEQ6VR8.15:_P"TY6^6>OOG4M7[SB/!47/51"K8_390E?:3^4,4 M4VHMXQM`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``R[?QLE-!,)HT:-`:-&C0&C1HT!K!V. MS5VH0SZQ6N=AZU`1:)G$E-3TDSB(I@@4.3*NY!^L@U;D`/>HJ7GD``!$0#3= MMVVZFE[3L9*7>R('FI^7^*V=-B1C.!B%&+J<=#(VEV],W%RNHW.JF*0]V9%41,8_-WQ MLUH42Q&;O5?6O#F&JM@?X[CHFSO)&$C+A!,;/$I2EK]G)U`)Q&O2L3*RD"UD M'#A@E)-VXNEWA'#=)8+-L_N5:HS>ZR]SIR$=(XQDLD(LC-;,TDE(UOBJ+RNF MTC@DXI@QL"98.:8Q$O.P#Z0AJU:548.75(Y4JD*U(86 M9NN3C"&\,Q>-50`T2V`1,JY.9-0O48PF*0O4H[\3(EX8OF9"M!KNZ2[LZHV5 M!+R.;:/'L)N,M-J_,KK\O7EDQ<,9-)6YMY)@\;M7'B8Q4'A. MA9PLFD[PVY/<5D]@PR31\4XT,ZFJ?+R=>0R0-E@I2(9S%7DX>F6Z;@J.[?EL M%EA:58[#!5YW84D1@XN5=Q+>RDBA0=Q#0"O=L#:L?3;^@VO#%=BOM.-JN6% M&T989B8Q#/NQ(D5ID9DBA`J.5#B4$TKA#K2$"@7@`-WTLI$$`1Z1$#F`!JS2 M>TK=B:2MDLC$-)I]"SMH;V^16R#06CEI8J^6,E[TE*NG=M(U5DZRC88^4NG< MN5BUM%XJO.FCP;.BM]=I&.-R-@R5-XF)`(QULJ[F9965.T2=?8QT,Y@7X0S] MNO*.)(K1X8LR=O&$"+8]DLR5JX5^:QW#Y61QE;L4S$?;6M/MTR,A8T5UZ!8G3-U39V008 MUIS+34G0))%]6HR4AG4T,J#I6/)*Y0>V\V]72-:/I_%>0*Z=;XCU.+EZQ8$F M2Y.GO4NERO!/%P()N2F*W*"A!*8H_&X`'IRV-"G$WT@OGR/(I\<<>ON_%[A' M[Z=R&+0,8W#?U']C^[P'\/X_DU@V/:B;+ID"]]8;W$"<`ZBR&/GZO=B(>8&/ M&2$B0W'F'43GGS$/+RUN##?=LGF0`29FC(T3^?3-URV1AB^OU0#"K%`?/S^, M(A]P!$-$<8F(H!BF;$.0P<"4R0&*8/+R$HE$!X'D1Y#6&)@R$[X%@K\0"O5R M*H1+,#B/KSU@AU=7SB(\\AY_(N"6[39JZX%+<'CCD?0%74VW'W^H+PB8A[^0 M$0^;7N+N?V?\=7]D%B\`]?\`QP[#T\A\C1P7'H&M\B\8E)T?I8.?DZ/+UY\PX]!]WF(:RAMVNS= MH'*VX+&_E^Q/9=<>!]P=S#J<_<`?X->%UONV3PY1,?.$`_$@U(V6PW5W5KN,KT"(![.H$N0#\?K32"S`@@/'D( MF+Y_)Z:0W(?;C;8J"U4KP)Y!=,G/00BDK)N$$0Y+XAP= M`2(%,`F`YQ*0P3(1L`FB4!$@%#U^IY$P<\^X.?N?)Y?-K0LDY[PKB!FL2\Y2 MHE2DU$E$8^-F+!&DF7CT0[INBS@DW"LN\4,Y523%)!F58R1FS\BHQR-AN23>/L4HYE&YP.FW9*0L9)= M)5&,8J0!,9A#&[9.<7*%;/*I9V$DYG85\[17JDVVFEFJDJW26=E. MW3<+]^!5E'`$5.453@8-!=4G+58',3)M'SN*6\2:OGD56_MWT\U#AZH"C!PN@@51`5,K%;P-O=ED5F,#F$MAEC%EI- M9E"L+],28D%CTS4BJTCJ\Y=%)[,2Z91V=(J9&).7!TT0YT"XI+B(K[32`HA#.S&`IXU-SY'%0#:0[*\,PM2]^K\M88>` MC+$FZB)&UG42C:_#,)1DW:.IX%7@D1CX=BBL=WUN3=TW02,=0XE`1UK_`/9G M;6Q56_\`#?6S)J12$2)UFEC="5F@<.AFD=U7ECMRMDT&Q4!1$ADDNI,!$ISA MIBV\'>%3[(QL%2Q'.,+9\.FRJ5HM"+!5",8Q3YBFVD(J,:/&3`#RT@)5DUE2 MLRMHIC],0%5VX3,W"9S;GLCV]XPCV-AB$HG(TLHF!B6MTX:3;-0 M%*```>0!JCAB[+^5\,2Q;#B>\VJC/$54S.!KSU=*'=F`Q#%1F(50CBORB2@$ M*4R,I'N.M/DI>`$=3J[1>UG86EY#X^W/M&%5G9$S5K#95BVAHVI2QW)@2;'M MT6H84ZP=TJ!BEL$GIJ]3]$P_6J9E9FSP\>DR8F02:,UWLM(N$V$>L"CO\ MR[+:E3['FM6&O*=.HN%9#=[.R,W;X^.79(QV(N',LI4VS(Z"L5U4O=OJLR69HEDME9L2,=*-BR]'F;!`SZ$2 M_9G932)9.L.V)"WU]9,RT)L&&:.PMN46>/JU8[W;Z39I>[4^DUZIM*K2GBLF]1G9ZWL MI"/O3YY4XQ"#B9>>?Q;-0D,UF-E8]G;(V66+%]S9` M_P`I[C<&63/=>I"RD(:=0K]+@JY4I)G(9;F%20+:;,,5YQHYLA-+@M)/&X(VR.HC1Q6HV\_!I(6;6R7*J,8Z0>+/E#MV'IR;<0 M*X*@1%94I5#]X@FDZ**I2"9-QT@8X+%Z2$7()S]*B0$$YP3*.O%%YIO,/$9` MAF=H>&;Y2J=?H-X=OU#RDU+4:L35=GHJG(S4DJYD(VM>/J-51=Q$>J@T=1%= MAX`2)0S0&)]`]LE$>15#GGU$QA$1'U$1YY^.:>8^';<&5!P; MZ0@(BN7ZEP8!)\9P7W+#RL7W&\MG7O_ M`':X&9+^R!]\0_@'[?K_``:!0IV8%>*FSJ*'457CI=559105EEEW#5TJLLLJ MH8ZJJRZRAU5UE#'556.=50YE#F,-K_Z'9^MR1/[]66/]MB-4\I*6*>.DB`1:*EX]>1]?0>?G^:X;]#M?6Y8KYLUY9#[H/HD!_'H+%VV]RC/H MY1NZ)3=%OR;872)SG%03,XY0(YB4J@@413(T11(0`*4H`7XH`'`:-443E6R2ZDG).TNEVH3E51*/0362CRF8. M#NTWIQ.DC&&U[0:WS\9BUJSAL6T24N?GSNH9)0: MOZS*,+1/H8DJ\55H>8GZP<)6["[DG"B2U2B['(-FGNXZSP,Y*%48QGL1U&,9 MI!TO&%2DU'WB'#"2D6JS1 M]E>6-_-0["L^'G-^%0<@(*@`@/("'("` M^\0'U`1\N1^8-H[&UD(!CF7*0HF MZSG.8"E$QNDO6?RZ!!J9N.%3N7\D^7-\99[(/%5G M;I4?JE53<<%```-PT:-&@-&C2?97R?3L+8WNN5L@2A(:FT*NR-EGY`Q0.HFR MCD!4!NT0ZBF=2+]<48^,8ICWSZ1=-6:(&57(`AALMH=S$1\O'J"VLC:00CH= MT9(5F9TY0X>/9S2)3IG5A1;M#/UP050>).F#55@X1<\&,E[*;EA.J213CR)D M*7NG#!\[6%PIS\<3LW3!$6A.G@Q0\<]-U")!,(%[P:K62.V/W(7[<37\<1,B"_=^-A9!K M,0\FSV&)LU0HM? MI4\QA(JHQ+F`%Y`HGB*_%>SX6-&$92#>"F'4)"("RC9*1B)&>CXE(6R$DDR3 MZ"L\W7W^VUB!JM@KU@N%:AV['(![#)UJ1B(UJBJM4T2U,LVK)D6**Y[`JBE7 M2MQ,B$VHGXSO6QN!;G!9LA1C'V]!4,\Y<85A6TBV.C,';=\R M60:JF>_"2AI"%`[&#KKZ68SKV$BB(JHJLHUY+QK!^[;(*D*Y6;$(N*C+E*?.NEVCT'X/XE\O/X_I-@4DX9U'28V&L14^# MP)I-=^X2/#>:+=DN8R^T8>*0KS M1O'1;[V36X(74>S0*F@T5]C4ZJ1G*)"D\)7HI/HZFP'-A\A)8RQ5CV(LS?%4 M%/,L0-TD*)78N%B#NZXVG)9@Q>-ZH,H06\60ZKE)X[*"@%4*VZPY731XSBU@ M!!%9=0_2F@DJLH/4/DFD0RAQ^X4H^7O]-(A=[;4LETNT5&Q1[_V,]7]G.SK- MP>M%0CI6.\-)`DS?M7JK%"=*W1$4RE4\2T6)TJ(@'>`F`;B6U5!W#X-P`PHT M_8[K+RTLY(I"5.CKOSV-C3[1;K4PA7<;'/E74=$L)%LX=@S-X)BP(=TW<)^S MW3O;%N3Q!2A12O&3:-55@A)F?D5Y.V1*4-#Q5=^),R$I/*K)1C!HW@HB2-"XX?QEM^Q)D.W[D\OTMG&*M+.(7&9@E(!--"7>A97$- M&0:4LDZM,N[N#9G--8F&;.I)\^(DQ;I$:J&($$MHRFEO5=X=P[7*"K57%NL[ M9E.2%T".D%[#8I&WR,VA=W4'%)@A`%.@Z&?E84JCERU<-@8-UR%(HJJ$D.7> MV]D4=U<#:-OU+K>2,`8NA)BOHS-Q).P#S)UHL+IL2PVZBOFQB.82N1T.R1@J MW(34%(!.'7?S!XQ)FHP`9X=EW:.X`WJ,1C*>_=4O*;!@9_/8EMRS5*R-FR/0 M#J3KKUN(1UQKZ"AP*I*0XE=,BF3&:BHA10B8U&,L[`\RXGJ]OOBTA39S']00 M4>'FVLL>*E7L:#HS1HX)5G2+ATS6?B3OV;,[]I3NRM(H]WMN,[C M6L@42<>UJYTV8:3]:G8Y8Z+J-EF"@*(JE,02BJV7+UM)!H?E"0CEW3!T11LX M53,#\OHBU3NNT2K"GZW;7B\?_?'+`>[S]_\`R'4'/M$?=Q.`LQF9%C7>0=EF#;))1Z7/SD59G4+!667B MXQ2RP:B"L/8R-&+M%)O8(P[5J+*<:%0E4"MFZ(/!0022)DI+.N79A>2G6"?JGA")$:EKL[-0Y$082T@BY M0?O5OE,/W!_DXUSWRWRC][0+D.;LL&D/:ILGY"&4%\,D:1&Y6,7PR!K'7K@+ M\70R`K>+&VU&J687'7W@SU8KTJ(^,A8Y9O[S[@\V'C(2&4S#E$T16B2*5=BS M7^TC'01)>/L<3*>R68RG<,32,5<+9%/%4"$.O&66=CCG%E*.T%6^]ZM^N-S] MW\8<`/ET=ZM^N-][_`):!>VF>,OL'B;[@"'\'G]_RT#@E-P.:U4!;*Y?R>HV-:@O)D M3WVTF*:YEDR31;2<32@F-.DFTDIQ.0.(J)3J*,XGTRZ23TF'',.23P[ZO&R! M=#056#2*A$U9R070G/6&")")(UT3A"G333*X8K%33`B*] MZM\IOO?QR@`\^?ZLIA\^//T]_/V] M7]^PC^MIX/\`\,NW\;)37Y\/>*F^*(B("(<\A\X?-K]![L(_+LT\'\__`&R[ M?QLE-!,)HT:-`:-&C0&C1HT%8WME)F>=[F:?"/E'`0,+B&$=P#8W4#0'$Y9; M,,\\1#@"&<.58J,;.50^/W;!JF80*4H:C7;WCZ(>PU5?1#1%S,'L;%[(U MN'FY>LV56LR],6LU.DI-!9:MV%6KSDG#'D6Q5RBW617!L#YBQ=MK.W:+;+W. MZ6A1-BHI&:.8,=D?'KA7BI6K:U5Y]TKRU.=.S`";5RLZ0;2,`^<"+9K))K-7 M`I-9-PX0JK3]?G:K-2=-CDFD4B=PF>6>1K&-C'L@\:LD$=.0D*3FMQ-0ZLK-,76:\AXXK M^):A2XR'AGPL,+P]>AJW+REY?N431E+@X2&@6D0+XR#V0G+,VDE1[]4%U3Z5 MMAQ^QL]I?VR8;G?QM%-%/&401HZ`U7LXS+$_C5X]O$"JT0AX6$@9 M%0D+6KO:S)^).=DJYE(IHW-&`#=JBCW<7EQ^6:,Z MGHG+=.R$P2IP",Z@6_7:&R+>*[#S16P.H*EVRX5^)F+!5X\4V3WPZ[(J MK9C(2:+Q-,@Y&L69,B3V3;")D`EC*-H2+ZQ42B:^B8"0\2U,/27P[!J7Z.ESJEK\(Q6L,VB@@LNM((-%$D6,.0J`=XDE M*R:S5J]<\@#>.\88O*QD0$%9C(+**6/%IRR2ZBILNJ9;6H^.ZQ5XA[?+Y<,X M.ZXM?'*J#R.%G6:>Y95N#FIB73,HG5XE9J1HFQ?RICH_?)U5S[M_<366+'DN MI15NRS8EF\NWJ#Z12EYJ:FGJEAG/9K!**8QK6.B'1Q$1\#$)G.5APF&IK7"55H\ICPK.M-JY87L!(6U=M6V'P MHN[JJOY>4K1KI;'1G\N9# MIESQK4K36Y&G(2IDI>"8ODV,LQ>*))+MSKH*"V47:JF34*F9,%.A(P@(D#4; M<'!3%EE&<)`QSN6E7ZQ$&C%DB===510P$+R4@#T)@80ZE3])"ASR//`#:5[- M[9^_VZT9];;HB1._W9%$SEMTB!XJ+`"*(M3]?!BJ&Z2!T&`#E(!C'`IEA(0% M#G^S0V8V`YE%\,P;!4PB/7$K/8OI$?42D8N6Y"^_C@H?D!1PKY![@^YJ4G1H(AW/8Q[8%>?#6#*#3GW$M2BO'K MQ_=D%.>.=8P>Q:VY<\A=,H\?K1GVY@]_O%ES\WD(:F+T:"(!#L8-LY!#O[-D M]S\O5:#DY#WA]*0)QZ!QQ_)K9X_L=]I+,P&O MO_$.I6-&@CRA>RWV90ITU`Q6UD54Q#@\H^?OQ'@?4Q';A=,P^\>HA@'CS#@1 M#553IPCIQ#0J2;5(J11OD(?/P//'W=4V=[>WB>VY9_NE:=Q[A*H6:9E MK?CF8%$X,)6KS;]:0!B@X'DAY"L.W2L%*M3'\0GX9H^.F5M)-3G!1JSN0P]5 M[=&75..ML@\L[S`REFC&U1A6[O&@X4V^VS#;&=KDS*S*T?YTIN09/(60LOQU0AK"B-GG&=GA[,Z>2%-ND. MPCHQ.9MLK96+5*4F6+YS)(S$:JQ7?RCV)**C$C]XVK3TMO\`1Y2GUMQEGX+J M6.\6))"NX1JSI@Y69R\Q/ROP<2GY,Y4P1:08.C.CKO%EDB*P47+="B3>33F8 M]N;=S.V)R%T?/WT7,S%@3:33QTWTN3W$4J$J,S7:*G(QQEL6Y2Q2PCT\=UF" M1KR,Y8YF2FY.0A4:)<3K^F9(BL=2LMB.H1;"H*6S(E`D<=5IU!*. M9&/F)?%6/XF\Q0Y0D$)"2E92>8D3":`%7:&8R#DS'"M$F&A<-Q4!&7N`RY%8 MKF28HJ,/./$(YAA=K09)&5;NC64@0EJ@C(R#)G'Q[EZ\LMG@XT) MQQ%"&!LX0._6EJQV.EK#F#+4!()7MU2_;>0+$Z*J6"Q=5@!-_"8@IJ2Z+AHH M>**I%PZI&:B-@O`PT&V;UF&C9"-A(5$(]$#,F!2`B MBFB0JB?7K)<]E^]6K(4^06ZLX]02C8\A@.VAH6.34;Q4(T.`%*JG&M3$2<." ME_3<@=ZZ,(G5,!=7_K_7CS^]YZ"R]V0^X*?R+BJQXAM;Y:2?8F68$K+]VLHN M\/3Y4JAF48X66.=14D(Z359,C',)B1XMFX<)MR`$P6H7>Q_P98:52[EE6Q,E MX\+UX%C#-W*1T5E(^/.P1<4>J.9N,&? M=]H/O^H^7EQH)<-HVY;"N/K[N%2O9#BWLM!,JM`1-;B(S]HU%QCEK(EM@\7#'M"3R;4<*J9FR9`FAB MU[%:67[\RD*EC]66C7L[84W\JT.YG1K'P5A56TQ-LUR/BK.U[8>YJF`IJUYV M=18WB0Q4IN6Q5M!J2>^N'2MUSQ*%0\S=FA`M<&3UOJ\;;)MHGB`,R4]3`ER0@ MR/*/BOJOBRB+6R1V5,HV/!MD1@H$C=PQ@X)NG)N6+V!?,TF\Y=S/M= MN.U7%\32\?T&K[BSFK4MEAU$8_LU3FVEY3G,A&R&O4)F$@U<7>%^SA7A$+A'W7)L2$#;`,+C73/K7?XGTI%;[9^?YOY/E^]\NCVR'R_ M.6_;.YA) M6F.ZHD+]\XVU1$#G^7LTA8O88U]8T^:L_`Z75R?E_)\QNAQA2'3NW1]@=Q]QP31\3&@_;]$N&)XI9E.L'MYEV$5E*$9R MDW"RK>,&(A7HN)KK%^-4<`3(#Y]0?C]`]_D/ISY?;T>V0YX$PJRI)?!UZ[;1]I5,HL/M&[-MOD*.AK[FR>KC:4EL?U MF0H\%N>P?9%Z8UN^[.S84@LK2>6H^GOZG.UV?V_LH+'!.ZQWDDT0SNL@)@*WJ%U8 M))1$%9WX=)2-J_8X_P`+!3;\>$HZ69P[UV8K9^[<(.`*8#`!BB`@(`("`@(" M`AR`@(<@("'F`AR`AY@(AKSO&;21:.6$@U;OF+U!5J\9NT$G+5TV7(*:[=RW M6*=)=!9,QDU4E"&(H0QBF*("(:;N>.R%AF5@8RF0[_(6*)6;;L5X4[@5;1BR M/<#T",(Z<+F6LE3054`Z$6_$9"OM$5&[:0=,O"-&P.&?,&,HT7823-K(,71! M20`>.0`0C7WFY$VQ[0ZDG;K%>(_%\ MU,@Y4K^.*W`)V22R$]:]!7!X>E,GD8[:*H@*3:0M`241`LBBB2775[8RH5)N%XDT5W$=3:O8;7(-VW3XE=C7(AY,NT6_4/3WRK=DHFEU"``H8O5P M'.OSO\Z9UR#N2RC:LR9+FGW/&U4NMHK^0829GJU\( M)2$@(56=C(E1&HMKD\8QTT=)L:<2+&.DR,GA&C4'D@8T41,SA`ZQZR6)]K.7 M\UTJP7C'D1'S#."L#:L)0RDDFSGIZ55C3R[PD&@Y33CU6\1'%(O)N9"1CDDS MKMVZ)EEUB$%]\IFN)V])89Q5DNLY3ISJ+QW%M\I0SM,'$J=:0K04N2=4E>&N MAV+6//#L$EH;OTVZK:6%66(V3,N43`]3==EK?-END/X#:!@JV5>CR[LR\MN# MG;33H6)2$%!PPJL43/IH[I1C$R;M`= M[5;GW$->,O$NS6$=KQ3F*$E69*135,4R:CF/G"-G2 M0B=,5"'*H+A[MO5P/+/+66%;Y6?,V5$,UTNJ,)YG=;-9!95N*E$49[N8 MMXDC)2Z;:5%FQ"$3?N21K-5>5+(/G"3@Z+(4T53%"?G9]VXN#I-I7L:YXQRW MP#X+C;;3E',_BA`HB8I5)=LJD2T4]N8XE%5XY1L4:B945I"7;(D5+GHN/FX218R\/+,FTE%RL8[;OXV2CWJ)'#-\P?-5%6KQFZ;J)K-G3951!= M(Y5$CF*8!U^;M>*);\:6>1IMY@W5:M$0*(2,.\5:*NF9G"8+(E5.Q&,#6OSS%V65)'%,#9C,,7"S%!'VH]ZPM.Z-&C0&HT>UWH=RR#L(S7'4 MHCQV^@25.[3$0P2.LYF*K2[7%3]E;%23`QE"L8QHK/*)@`G.G#&*F4ZHD(:2 M[7S612<(JMUTDUD%TSI+(JD*HDJDH42*)J)G`Q%$U"&,0Y#E,0Y1$IBB41`0 M_,Y4Y%,_0(&$R9Q(8H@8#"8@B0Q3<\"!N2B4W/`@("`\>>K!.)]^^VS'U-J% M;5M3A`*S3*=5O#1D;9547I:_`"R6"3!:L)]XW&17<+&9HF.V%0SA0HJ&<`II M7]]78>R,E-S^4]G"L4BC*.5Y24P1+N$8=FR=+B99X;&]@<*>":,EUC'5;U&; M\,R8&,9O#RS=EX>.;5ZLFX2S!A:86@LLXRNV/I-!04S)6>OOF#942CP)FDH" M:T0_3'@>E5B_*>D?\`A*ZK!G^&1*_$LW#%3^V]9FX^*7[D^;P<.[>NB(Q#P*N&/F,HDBB=Z=PR*F=N3X-1\VBYQW'K1(OTCQL@U29MDA*44S.%54%& MSLRH(JD7ZQ[M-P02&.`@%G\N1U6,/;I9.Q-A"/;2;\B35--HF,E'0#9PZ!E$ M.&)GSLKZ<%X=T/(&5,4Z2:@*('5.GD?VBFR]_&)R0[E\4,""@151K.3ZU=ED MAZ`$Q5H.;9,Y9!4#<@+<6IE"F^)P8W'-8&N!E:[R",35'&1K9).C@FDRA)&U M3"ZIUA$``P-72Q"@IR/498Y"#\83&XY'4KVTGL8,]9HE8BQYMCE,38[!5NZ< M-9$$%K=,,RJ%,HU0;)J'"+(NF!B=\"BK@`,`D%J805("EY[[9C";`DY0]ML7 M,9SNZ2;1M)V8C:2IV*:RVD!.#DZMOEX\9.>G$V)3+,HJ`KSUH)UFR[R330$4 MS-`GNTRRA-4RR5-O4HZ$=V.)DV)[1&6)PE8XQ])+B])+QTFA`M723R.DBH/F M!B+(]RHU0*42%(`ZL>YT[*#9+.X=7:%Q$]A9ZB51PI'6W%QB061)GV.Q,HFU M=G2;N8VR.''==TU;SD<_*D(D3353*!CZB=F>P?LMPK<7>-OVX*#LU;L#,)&) MC\E5)]6)E%!01`K)X[A',@T%XU.4[5RH#))(ZR1E$@%(Q1$&X[/]NF+]P.)G MUOW&J2^7;U:;U,>P[9DB]SD]=Z_6J=$`U31JEHL;YX6G(S%D=/E)5:+*@YD_ M`-F2A5VZQDRHMG-E0=EF[&OOL.Q#N68U*I-)9LVF+,K**IV:=C9!F:10FE8U MR0Y(\%Q.T*BR%%4$^>\2.H1!EN[;FD9JW M2UFD!(0IC$13,H0%5>[+UF20\3P4O6)2@4##H&FY<[02[Y=Q58L425(A8N+L M;1@V<2;26.K)$/'.2N$%UA3A6?CA-RL11-=8J9_$'/P`E(`(1MEVQ9-W4Y(B MJ!CN$=NT5WS8EBL`)*>RZY&**E!VY=.P**0/`;]Z+5J`BIW@`LN5)L0ZFK"> M%>P&Q["/&AP0IB_%.F< M.=3DX;P+B7`59;5+$]*A:E$-DRI'".9H)NW0E`/CO'94RK+J#P`FZC``CP82 MB;ST#1)GLK-E%^K.-(S+.#JC?K#CC'T!CN/M$@1ZA*J0$"+MPRC%7#1PW[]B MR>R4DLR343`R0O%S!QWHE#5OSF3LV/L7J7_E4S_/]2B:-!%W^I?^53/\_U*)HT$7?YS)V;'V+U+_RJ9_G^C\YD[-C[%ZE_ MY5,_S_4HFC01=_G,G9L?8O4O_*IG^?Z/SF3LV/L7J7_E4S_/]2B:-!%W^I?^53/\_U*)HT$7?YS)V;`?\`U7J7_E4S_/\` M3ZL(X-Q?MTQ[%8JP[5FE,H4&N]7B:ZQ5<*LX\\BX.[=E;BY455(FJY446$G6 M)0.H<0`.H=*UHT!HT:-`:-&C0&C1HT!IK.XS9S@S4D M+'"N52K#$/)60I<^H1$%`0*Y7CS*14DL@FH9))0R;8P]9^D$RF$-,9OVVO>S M3TW\=;J3EIW'*I*M'@L922L46];+$,DNB1V!A3>X_NC,Q>"]"]7F4NGCR`H`+(``` MXX``\@\@#7HC[,>.A9]LJ<@F`W0<[=%$QB"8H&Z3&$G4 M4#<<@`A>25B8M<>5HY@J(^]5FV4'[YTC#\_KKHG#1"0]247')B'O38M"#]\J M(#^/04VZAM;W879=)*"H&2!!42B1P_>RT>B'H(&,=9X)R<#P/(I_/I[.)>Q^ MS19EFCS)T]#4B,.8JCADT6&0EN@YA.H7J!,Q2*B(\B84RB)Q,)C]0B;5EPI2 MD`"D*4A0]"E`"@'V@``#7;0,XV[;'<';=$$75<@BS=G*0@KV6<(FZ>"N7S%5 MN0X&!$P&YZ#F,H<@<=V*?``#Q]&C0&C1HT!HT:-`:-&C0&D1SYMZQAN2HSBA MY0@BR;`%#/(:6:'!I/UF6[LR2[TMV MC054-QG9;[@,..)*6HK("`2]8$W*RJ!`+WCJ'7SADT9<;#%RB)8UJFR'EJX[A9HH?N MA,LD@1-(%#G*4.D>!N8Z2J^X.Q!D]`[>_8YJ-H`Y#$%>4A&*SPI3_5=#P$2N MB#\X*\^_UT%,_+V6Y3,*%=;3<*PBT*Z]?OT4V#^5=E>K/6R#;I=%DEE2@DW* MB)B%2`HJ"H8BAA2`4SI)ZZM@VOLJ]H=D44694^6JRJ@F,(5Z=?-$2B;S^*@9 M0Y`*`^8%\P\N/323N>QNVZJJ&,VMF0FA!]$QD$%P#[1E`ZA^?D=!`U1MPDK1 MZK%55O3JS+-HE5ZNB]D7$H1RHL^>KO5%CIMS@@FL0RP)%61*50R:*0G,)BAQ MX,J9YFLJ5,U0EH&*AV*DM%RBCF/DYE9P?V6==0C3H?N#MRHN#JE%8X$%4HI$ M,D)5.#EL!QW8\;:VBI#O9J]R92B`B165!`A@]X&!(_H/H/E]_3A*/V=&T^BJ M)KM,;,YAT02#W\\L>0ZC$\P,8AP`!'D.1\^!'U#052,?X@R-DM^UB*%2YN=5 M5,1!$6,>N5BD`=)0*9R*942$(`AP"?>#T^8%$//4V.TWLG'3%]$WC<$X2`S5 M1%\UI;!7K^F%X43+(J"3@IB&^J$PB3&,(F,(F$1'(Z-&@K__`$3%]:HR5^^U@3_>/'Z_-OU^ MMIVA&R*G]H1MGLVVJ[W*S4*%L-@IUF+9*FA$N95I(TJ=0GXY$S>99O6:S%VY M0*@^("9'`H&,+==)0`-JO3^A)<'?999:_!6E?T=H*+YR$4*8BA"*$.'!R*%* M#$,`E,'(`/!@$.0#1T$Y,/03DX$*<>@O)RI\]V4X\>0, M)N0'CD!ZA$W/KU")O41'1T$X`.[3X`2B`=V00`2"(IB`=/'*8B(D'U((\EXU M>@_0DN#OLLLM?@K2OZ.T?H27!WV666OP5I7]':"B_P!!/UA.!`0$.@O`@)>D M0XXXX$GQ!#]9\7ZGRUP*:0F$PI)"8P$`QA3()C`D/4D!C"41,"9OC)@(B"9O MC$X'SU>A_0DN#OLLLM?@K2OZ.T?H27!WV666OP5I7]':"B^":91`Q4TRF*4I M2B5,A1*4G/04HE*`@4G4;H*'`$ZC`4``P\\`FF!>@$TP)R<0("9`*`J#RH(% M`O2`J"(BH(!],$1$_(B.KT/Z$EP=]EEEK\%:5_1VC]"2X.^RRRU^"M*_H[04 M7RD(03B0A""H8#J"0A2BH8H=)3*"4`$YBE^*!CB(@'D`@&NVKSWZ$EP=]EEE MK\%:5_1VC]"2X.^RRRU^"M*_H[048=7SOH=WZW1&_OW9<_\`B$5K3_T)+@[[ M+++7X*TK^CM34;#^S+@=B6!DL#53)\Q>(9OG:M.M@>PEDAY2`F&8G M.F#N*F6*\;(M1.F8IR`X9.ETNLABF+U]11`0`=4`]XNS[)FS++4GCB\1CE:L MN73QQC2](-EPK]YJB:QO9ZS%V<#)I3\8S%!G98!547\8_2.N!%XMTP?.?T%M M)EES#6+L[TJ3QYEVD0-\J$J7ES$3S,C@J+@I1*B_CG9>A]$RC;J$6LI&.6C] ML(CW+@H"("%)S;1O]$K5 M89NGTZ!)!FKW3%F[:MBM@6(N5R@#@YR'*MW1@E)W=]B]M^QX]AI/'FZ"!PJ- MTEEHFJTS.TDV>0\G*D1(N:,@[65:/F2$2[]`%5)1&119)+-@B MW26%!,PEY$/9N6V*X.Q]A_(>::O/6^'>135H^K]12?P[ZHFN89Q=1L=&Q[-SA*?""P.)AKY(] MQ)N)EQ-OWZ)C/4GRA5W;@PD*\Z^@#*\(I]8`&QNMB_:FY'KWLV6A9Z[MC[%7;GA.0C;5D1U(9AN$>=-PW-.%(VKC-V0P'(NVAD M2D1,HF("5-14HJEX`Y5"G$1U,?'Q[&*9-8V,:-V$>R1(W:,VB)$&S=!,`*1) M%),"D(0H!Y``!Y\B/(B(Z#V>FC1HT!HT:-`#\_S!]_RU'$WW_;8[L_RU59]I1$7([IO4KM,VQSKJ2?3>`<1R[R8MI;W*.I.AUU\X?V\B\Z[+/N5G+ M%5121\9:+,]%4QA(9]8IUZ9,74L_6XSDJ\2D5R$--91!&Q8SJQI=+&UE<5M.6=U2(>2LI:)!_69 M)U/2,DZ;+/GLJ9Y2Z>JF\<+J*MPJM<1;"BA"QR3?&CM@V\#'R,/^8QC@L),& MJ!IB`3JL8E7Y@:$T8,*@$M`IHDB),L"PB8=BQ(^9."`RA89JN59"(C4VHQW' MY-4DV^!+;A\E_P!O,9&TB&Q'G&-BYU[!50M-D(F2I=D1K5F1F(&18,YEHWBD MI<[TK6>8QQC1IBS(M?9CAJZ6D>3.0Z9#D.54AR%,54GQB*%,4#%.0Q>2B0X" M!BB41*("`E\N-:96\:T&H,;3&UJGUZ'9WB8:6I---%,B229$DDR%33 M33*4B:9"`!2D(0H`4A"E``*4H````````:"*7*NS3<_(;I,Q[B,-Y=HU0&Z0 M.,VU8933J\!)\JU/X,^-,F5>M MHC=)6$F8:TSETNLS0YZ7FY#&EZ=VA:&K\[58]U,KGC)F+4J/LQB29A)8Z;5V MVWS&NXRD7;),UF;*<#?:U;*_BH]?A(Q6U+DK-Y@J>W@\GNJVWGCE3K./[--, MF\W7:D]>WBTL9%S-R,YD*31DF,)"NQT:%;W[#1HT:`T:-&@-&C1H#1HT:`T: M-&@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT M:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H#1HT:`T:-&@-&C1H M#1HT:`T:-&@-&C1H#1HT:`T:-&@A$[9(YFH[5)5N849*(R%?I"*?)CTN8R1; MUB"5;2+!4/CLY%HJF15G(-Q3>,U`$[5=(QC",7V#I.1-1F,]XUR6:A]WMCQ/ M&RJ:QT7[7'3_`&=#49"IE=)"14\9(P,'#MY$%3*.'[R,93#Q=:9;IR!31HSK M_+A_RR32CUF7]@*2#!PL:9RI@,)SIEIAN6?!6=RK72A8"-GZ))XK2(=JMXPL MN5Z$2L1J_C`:2#%DZ;NXHSMW7MS-70A';J,0J7:EWFE5M!HY630AZ?F3!=5O M63ZPT1`XI%@;E