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As filed with the Securities and Exchange Commission on January 24, 2012

Registration No. 333-174080

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Amendment No. 7
to
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 company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount To Be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common Stock, $0.0001 par value per share	8,625,000	$11.00	$94,875,000	$10,873

(1)

Includes 1,125,000 shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)

Previously paid.

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.

EXPLANATORY NOTE

        This pre-effective amendment is being filed solely for the purpose of amending "Part II-Information Not Required in Prospectus."

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		40,000	*
Legal fees and expenses		2,800,000	*
Accounting fees and expenses		1,754,000	*
Printing expenses		257,000	*
Transfer agent fees and expenses		50,000	*
Miscellaneous expenses		483,890	*
Total	$	5,407,000

*

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.

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        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.

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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 December 31, 2011, we granted options to employees, directors and consultants to purchase an aggregate of 6,644,192 shares of our common stock under our 2003 Stock Plan at exercise prices ranging from $0.28 to $18.00. During this period, options to purchase (i) 4,999 shares of our common stock have been exercised for an exercise price of $0.78, (ii) 68,727 shares of our common stock have been exercised for an exercise price of $0.28, (iii) 8,582 shares of our common stock have been exercised for an exercise price of $0.88, (iv) 2,737 shares of our common stock have been exercised for an exercise price of $1.32, (v) 76,839 shares of our common stock have been exercised for an exercise price of $1.63, (vi) 14,706 shares of our common stock have been exercised for an exercise price of $2.04 and (vii) 1,565 shares of our stock have been exercised for an exercise price of $3.40 for cash consideration to us in the aggregate amount of $194,877. Of these options, 2,806,545 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 457,734 shares of our Series B preferred Stock and warrants to purchase 137,319 shares of Series B preferred stock with an exercise price of $0.02 per share to accredited investors for an aggregate purchase price of approximately $675,000.



3.

On June 5, 2008, June 17, 2008, and August 1, 2008 we issued and sold an aggregate principal amount of $2,050,000 of subordinated convertible promissory notes to accredited investors.



4.

In October 2008, we issued 8,770,525 shares of our Series C preferred stock to accredited investors at a purchase price per share of $2.1194 for cash payments and $1.6955 for issuances upon conversion of the above-mentioned promissory notes.



5.

In December 2008, we issued a warrant to purchase 35,387 shares of common stock with an exercise price of $0.88 per share to an accredited investor in connection with an agreement with a lender to increase the size of a credit facility by $2.5 million.



6.

In May 2009, we issued warrants to purchase 206,400 shares of Series C preferred stock with an exercise price of $2.1194 per share to accredited investors in connection with the execution of loan agreements to borrow up to $8 million and the borrowing of approximately $1.1 million under one of those agreements.



7.

In June 2009, a commercial lender vested in a warrant to purchase 18,326 shares of Series C preferred stock with an exercise price of $2.1194 per share in connection with the Company's borrowing of approximately $1.1 million under an existing loan agreement.



8.

In October 2009, a commercial lender and accredited investor vested in a warrant to purchase 30,062 shares of Series C preferred stock with an exercise price of $2.1194 per share in connection with the Company's decision to borrow approximately $1.8 million under an existing loan agreement.



9.

In October 2009, we issued warrants to purchase 47,183 shares of Series C preferred stock with an exercise price of $2.1194 per share to an accredited investor in connection with an agreement with a lender to increase the size of a credit facility by $2.0 million.



10.

In February 2010, the expiration dates with respect to certain warrants to purchase 180,819 shares of common stock were extended to February 24, 2015 in connection with the execution of an agreement eliminating an obligation of the Company to redeem the warrants for cash.

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11.

In May 2010, we issued warrants to purchase 141,549 shares of Series C preferred stock with an exercise price of $2.1194 per share to accredited investors in connection with the execution of a loan agreement permitting the Company to borrow up to $20 million for equipment purchases and working capital.



12.

In May 2010, we issued warrants to purchase 11,560 shares of common stock with an exercise price of $3.40 per share to an accredited investor in connection with an amendment to an existing loan agreement to defer approximately $1.3 million of principal payments that otherwise would have been due during the period between April 15, 2010 through December 31, 2010 under the loan agreement.



13.

In June 2010, we issued an option to purchase 75,000 shares of common stock at an exercise price of $0.06 per share outside of our stock option plan to Daniel Quandt in connection with services rendered.



14.

In October 2010, warrants to purchase 1,227 shares of common stock were exercised for an exercise price of $1.63 for total proceeds to us of $2,000.



15.

In October 2010, warrants to purchase 5,100 shares of Series B preferred stock were exercised for an exercise price of $0.02 for total proceeds to us of $102.



16.

In February 2011, warrants to purchase 722,127 shares of Series B preferred stock were exercised for an exercise price of $0.02 for total proceeds to us of $14,442.



17.

In June 2011, warrants to purchase 1,227 shares of common stock were exercised for an exercise price of $1.63 for total proceeds to us of $2,000.



18.

In June 2011, we issued outside of our stock plan options to purchase an aggregate of 109,769 shares of common stock to certain long-time employees whose nonstatutory stock options had expired. The exercise prices of the fully-vested options range from $1.63 to $2.04 per share; the options were issued in exchange for the rendering of services.



19.

In July 2011, we issued warrants to purchase 5,500 shares of common stock with an exercise price of $11.00, in connection with a lender's agreement to defer until December 31, 2011 the Company's obligation to make payments of approximately $1.2 million under an existing loan agreement.



20.

In August 2011, we issued outside of our stock plan options to purchase an aggregate of 182,055 shares of common stock to certain long-time employees whose nonstatutory stock options had expired. The exercise price of the fully-vested options is $1.63 per share; the options were issued in exchange for the rendering of services.



21.

In August 2011, we issued 781 shares of our common stock to a former consultant in consideration of services rendered.



22.

In December 2011, we issued outside of our stock plan options to purchase an aggregate of 12,255 shares of common stock to a long-time employee whose nonstatutory stock options had expired. The exercise price of the fully-vested options is $2.04 per share; the options were issued in exchange for the rendering of services.

        In January 2012, we issued 5,706 shares of common stock in connection with the settlement of a dispute.

        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.

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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.
	3.5**	Certificate of Amendment to Amended and Restated Certificate of Incorporation, as corrected and amended, as currently in effect.
	3.6**	Certificate of Amendment to Amended and Restated Certificate of Incorporation, as corrected and amended, as currently in effect.
	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.

II-5

Number		Description
	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.
	4.21**	Common Share Purchase Warrant issued July 1, 2011 to Vogen Funding, L.P.
	4.22	Stockholder Agreement dated January 23, 2012 with VantagePoint Venture Partners 2006(Q), L.P. and Kennet II L.P.
	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 24, 2011.
	10.15**	Loan and Security Agreement among IntelePeer, Inc., Hercules Technology II, L.P. and Comerica Bank, dated May 5, 2010, as amended to date.
	10.16**	Loan and Security Agreement with East West Bank, dated May 16, 2011.
	10.17**	Form of Non-Plan Fully Vested Stock Option Agreement.
	10.18**	Offer Letter Agreement with Bruce Posey, dated November 30, 2011.

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Number		Description
	10.19	Form of Non-Plan Fully-Vested Stock Option Agreement.
	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.
	24.2**	Power of Attorney from Keith Olsen

*

To be filed by amendment.

**

Previously filed.

†

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-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 7 to 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 January 24, 2012.

INTELEPEER, INC.
By:	/s/ FRANK FAWZI Frank Fawzi President and Chief Executive Officer, Chairman of the Board of Directors

        Pursuant to the requirements of the Securities Act, this Amendment No. 7 to this registration statement 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)	January 24, 2012
/s/ ANDRE SIMONE Andre Simone	Chief Financial Officer (Principal Financial Officer)	January 24, 2012
* Todd Smith	Vice President and Corporate Controller (Principal Accounting Officer)	January 24, 2012
* Haydar Haba	Founder, Chief Visionary Officer, Director	January 24, 2012
* William Harding	Director	January 24, 2012
* Keith Olsen	Director	January 24, 2012
* Javier Rojas	Director	January 24, 2012

II-8

Signature	Title	Date
* Raymond Smets	Director	January 24, 2012
* Lawrence Irving	Director	January 24, 2012

*By /s/ FRANK FAWZI
Attorney-in-Fact

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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.
	3.5**	Certificate of Amendment to Amended and Restated Certificate of Incorporation, as corrected and amended, as currently in effect.
	3.6**	Certificate of Amendment to Amended and Restated Certificate of Incorporation, as corrected and amended, as currently in effect.
	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.

Number		Description
	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.
	4.21**	Common Stock Purchase Warrant issued July 1, 2011 to Vogen Funding, L.P.
	4.22	Stockholder Agreement dated January 23, 2012 with VantagePoint Venture Partners 2006(Q), L.P. and Kennet II L.P.
	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 24, 2011.
	10.15**	Loan and Security Agreement among IntelePeer, Inc., Hercules Technology II, L.P. and Comerica Bank, dated May 5, 2010, as amended to date.
	10.16**	Loan and Security Agreement with East West Bank, dated May 16, 2011.
	10.17**	Form of Non-Plan Fully Vested Stock Option Agreement.
	10.18**	Offer Letter Agreement with Bruce Posey, dated November 30, 2011.

Number		Description
	10.19	Form of Non-Plan Fully-Vested Stock Option Agreement.
	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.
	24.2**	Power of Attorney from Keith Olsen

*

To be filed by amendment.

**

Previously filed.

†

Indicates a management contract or any compensatory plan, contract, or arrangement.

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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.
Item 14. Indemnification of Directors and Officers.
Item 15. Recent Sales of Unregistered Securities.
Item 16. Exhibits.
Item 17. Undertakings.

SIGNATURES
EXHIBIT INDEX

EX-4.1

Exhibit 4.1

NUMBER C- IntelePeer® The Cloud Communications CompanyTM SHARES SPECIMEN COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 45825K 10 3 THIS CERTIFIES THAT SPECIMEN - NOT NEGOTIABLE IS THE OWNER OF FULY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF INTELEPEER, INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.  This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now in effect or as hereafter amended.  This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: INTELEPEER, INC. CORPORATE SEAL  DELAWARE Frank M. Fanz PRESIDENT Bruce K. Posey SECRETARY COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC BROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE © 1990 COLUMBIA FINANCIAL PRINTING CORP.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIFGIFTMINACT- Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants in common Act (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. COLUMBIA FINANCIAL PRINTING CORP. - www.stockinformation.com

EX-4.22

Exhibit 4.22

IntelePeer, Inc.

STOCKHOLDER AGREEMENT

This Stockholder Agreement (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of January 23, 2012, is made by and among VantagePoint Venture Partners 2006 (Q), L.P. (“VantagePoint”),KENNET II L.P. (“Kennet”) and IntelePeer, Inc., a Delaware corporation (the “Company”).

RECITALS

A.            The Company is proposing to sell common shares, par value $0.0001 per share, to the public in an initial public offering (SEC File No. 333-17480) (the “IPO”); and

B.            VantagePoint and Kennet (individually, an “Investor” and collectively, the “Investors”) collectively own greater than fifty percent of the Company’s outstanding shares prior to the IPO.  The Investors and the Company wish to set forth certain governance and other rights and obligations between them applicable after the consummation of the IPO.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1           Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.  For these purposes, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in San Francisco, California are authorized or obligated by law or executive order to close.

“Certificate” means the amended and restated certificate of incorporation and amended and restated bylaws of the Company, as applicable.

“Company” has the meaning set forth in the preamble.

“Company Shares” means shares of the Company’s common stock.

“Effective Date” means the effective date of the Registration Statement filed by the Company with the Securities and Exchange Commission relating to the IPO.

“Investors” has the meaning set forth in the preamble, and includes any Affiliate of the Investors.

“IPO” has the meaning set forth in the recitals.

“Necessary Action” means, with respect to a specified result, all actions necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to the Company Shares, and including designees as Company nominees in proxy and other documents, recommending election and soliciting proxies with respect to any Sponsor Director, and opposing any removal, replacement or “withhold” votes with respect to any Sponsor Director, (ii) causing the adoption of stockholders’ resolutions and amendments to the Certificate, (iii) causing members of the Board of Directors to act in a certain manner or causing them to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments, and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Person” means an individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or a government or any agency or political subdivision thereof.

“Sponsor Director” means any member of the Board of Directors designated by one of the Investors.

1.2           Other Interpretive Provisions.

(a)           The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)           The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

(c)           The term “including” is not limiting and means “including without limitation.”

(d)           The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e)           Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

1.3           Effectiveness of Provisions.  The provisions of Section 3 shall take effect upon the Effective Date.  In the event that the Effective Date has not occurred by March 31, 2012 this Agreement shall terminate and shall have no further force or effect.

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SECTION 2

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:

2.1           Existence; Authority; Enforceability.  Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder.  Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby.  This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

2.2           Absence of Conflicts.  The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (a) conflict with, or result in the breach of any provision of the constitutive documents of such party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected; or (c) violate any law applicable to such party.

2.3           Consents.  Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

SECTION 3

GOVERNANCE

3.1           Board Designation.

(a)           Designation Rights.  So long as an Investor beneficially owns not less than 50% of the number of Company Shares owned by such Investor immediately prior to the IPO (the “Share Ownership Threshold”), such Investor shall be entitled to designate one member of the Board of Directors.  If an Investor ceases to satisfy the Share Ownership Threshold, then such Investor shall not be entitled to designate any member of the Board of Directors.  The Company shall use its best efforts to cause the persons designated by the Investor to be elected to the Board of Directors.  Section 2.15 of the Company’s bylaws in effect following the IPO shall not apply to the Investors’ rights and the Company’s obligations under this paragraph.

(b)           Initial Designation.  The initial directors designated by the Investors pursuant to Section 3.1(a) are William Harding (who shall serve as a Class III director designated by VantagePoint in accordance with the Certificate) and Javier Rojas (who shall serve as a Class I director designated by Kennet in accordance with the Certificate).

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3.2           Removal and Replacement; Vacancies.

(a)           A Sponsor Director may be removed by, and only by, the affirmative vote or written consent of the Investor which originally designated such director, which removal may be made at any time by such Investor in its sole discretion and if, prior to his or her appointment to the Board of Directors, any person is unable or unwilling to serve as a Sponsor Director, then the Investor which designated such person shall be entitled to designate a replacement.  If, following appointment to the Board of Directors, any Sponsor Director resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a director, then, the Investor which designated such director shall be solely entitled to designate a replacement.  If the Investor fails to do so within sixty (60) days, the right of such Investor pursuant to Section 3.1 shall terminate.

(b)           To the extent an Investor desires to remove a Sponsor Director, then such Investor shall send a written notice to the Secretary of the Company stating the name of the Sponsor Director to be removed from the Board of Directors and, upon receipt of such notice by the Secretary of the Company, such Sponsor Director shall be deemed to have resigned from the Board of Directors, and the vacancy in one or more classes of directors created thereby (and, thereafter, any vacancy created in that particular directorship) shall be filled by the Investor removing such Sponsor Director in its discretion, it being understood that neither the Company nor the Board of Directors shall have the power to fill any such vacancy.

3.3           Committees.

(a)           Composition.  So long as an Investor is entitled to designate a Sponsor Director under Section 3.1, it shall have the right to designate its Sponsor Director to serve as a member of each committee of the Board of Directors other than the Audit Committee; provided, further, however, that no such right to designate a Sponsor Director to a Board of Directors committee would violate the U.S. federal securities laws, the rules and regulations promulgated thereunder and applicable listing standards and rules of the securities exchange on which a class of the Company’s securities are listed (without regard to any available “controlled company” exceptions to such laws, rules and regulations and standards).  To the extent that a Sponsor Director is removed from the Board pursuant to Section 3.2, such Sponsor Director shall be deemed to have resigned from all committees upon which such Sponsor Director is serving.  Any vacancies on the Board of Director’s committees created thereby (and, thereafter, any vacancies created in these committee memberships) shall, to the extent the Investor continues to have the right to appoint a Sponsor Director to the Board of Directors’ committees, be filled by the Investor which originally designated the Sponsor Director in its discretion.

(b)           Authority.  No committee of the Board of Directors shall have the power to act for the Board of Directors where such action would require the Investor’s approval pursuant to Section 3.4 or 3.5 or otherwise expressly require the vote or consent of a majority of the Board of Directors under applicable law, the Certificate or this Agreement.

3.4           Actions Requiring The Investors Approval.  So long as both of the Investors continue to have a right to designate a Sponsor Director pursuant to Section 3.1 hereof and the Investors collectively beneficially own 35% or more of the voting power of the Company Shares, the Company shall not take any of the following actions without the approval of the Sponsor Directors then in office unless such action has been approved by or is subject to the approval of a vote of the stockholders of the Company:

(a)           issue any new class or series of equity security (in one or more steps) having economic rights senior to the Company’s Shares or having voting rights other than those granted to the common

4

stock generally (other than issuances that would not dilute the percentage interest in Company Shares of any Company stockholder or otherwise adversely affect the rights of the Investors, including the issuance of a new class of shares for a stockholder rights plan);

(b)           issue new securities (including any security or other right convertible into or exercisable for any equity security) in one or a series of related transactions which dilute the outstanding Company Shares by more than 20%; provided that the foregoing shall not apply to the issuance of new securities to the owners of a business in connection with Company’s acquisition of that business or its assets; or

(c)           change the advance notice provision in the Company’s bylaws for stockholder proposals or director nominations, or delay the Company’s annual meeting by more than 90 days from the date originally set by the Board of Directors.

3.5           Other Changes.  For so long as an Investor has a right to designate a Sponsor Director pursuant to Section 3.1, such Investor’s approval shall be required for the Company to take any of the following actions:

(a)           Change the authorized number of directors of the Company to a size above eight (8) or below six (6);

(b)           change the class of directors of any Sponsor Director; or

(c)           amend the Certificate or the Company’s bylaws if the amendment impairs the Investor’s rights under this Agreement.

SECTION 4

CONSENTS

4.1           Consents.  Each of the Investors hereby waives on behalf of themselves and all other holders of registration rights under that certain Registration Rights Agreement dated as of October 31, 2008, by and among the Company and the other signatories thereto, as amended to date (the “Rights Agreement”) (i) the fourth sentence of Section 3(c) of the Rights Agreement such that such sentence shall not apply to the IPO as long as the IPO is completed prior to March 31, 2012 and no selling stockholders are permitted to sell shares in the IPO and (ii) the right to invoke the second demand registration right pursuant to Section 2 of the Rights Agreement.

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SECTION 5

GENERAL PROVISIONS

5.1           Waiver by The Investors.  The rights and obligations contained in this Agreement are in addition to the relevant provisions of the Certificate in force from time to time and shall be construed to comply with such provisions.  To the extent that this Agreement is determined to be in contravention of the Certificate, this Agreement shall constitute a waiver by the Investors, to the fullest extent permissible under applicable laws, of any right the Investors may have pursuant to the Certificate that is inconsistent with this Agreement.

5.2           Assignment; Benefit.

(a)           The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto.  Any assignment of rights or obligations in violation of this Section shall be null and void.

(b)           This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

5.3           Termination.  The obligations set forth in Section 3 of this Agreement shall terminate at such time as set forth in such Section or upon the termination of this Agreement.  This Agreement shall terminate on the later of the date three years from the Effective Date or the third annual meeting of stockholders after the IPO; provided that the Company shall have no obligation to nominate any Sponsor Director for election at the third annual meeting of stockholders after the IPO.

5.4           Severability.  In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

5.5           Entire Agreement; Amendment.  This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto.  No provision of this Agreement may be amended, modified or waived in whole or in part at any time without an agreement in writing executed by each of the parties hereto.  No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.  Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

5.6           Counterparts.  This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

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5.7           Notices.  Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered (and shall be deemed to have been duly given, made or delivered upon receipt) by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery, addressed to the parties at the following addresses (or at such other address for such party as shall be specified by like notice):

if to VantagePoint, to:

VantagePoint Capital Partners
1001 Bayhill Drive, Suite 300
San Bruno, California 94066
Attn:       General Counsel
Tel: (650) 866-3100

Fax: (650) 869-6078

if to Kennett:

KENNET II L.P.
950 Tower Lane, Suite 1710
Foster City, CA 94404

Attn:  Javier Rojas
Tel: 650.573.8700

if to the Company:

IntelePeer, Inc.
2855 Campus Drive, Suite 200
San Mateo, CA 94403

Attn:  Frank Fawzi
Tel: 650.525.9200

with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

2000 University Avenue
East Palo Alto, CA 94303

Attn:  Peter M. Astiz, Esq.

Tel: 650.833.2000

Fax: 650.833.2001

5.8           Governing Law.  THIS AGREEMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

5.9           Jurisdiction.  ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE) THE UNITED STATES DISTRICT COURT FOR THE

7

DISTRICT OF DELAWARE, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING.  ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

5.10         Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE INVESTORS WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF THE INVESTORS OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.  The Company or the Investors may file an original counterpart or a copy of this Section  with any court as written evidence of the consent of such party to the waiver of their rights to trial by jury.

5.11         Specific Performance.  It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law.  Any such party shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

(signature page follows)

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The parties are signing this Agreement as of the date stated in the introductory clause.

INTELEPEER, INC., a Delaware corporation
By:	/s/ Andre Simone
INVESTOR:
VANTAGEPOINT VENTURE PARTNERS 2006 (Q), L.P.
By:	VantagePoint Venture Associates 2006, LLC,
	its General Partner
By:	/s/Alan E. Salzman
	Title: Managing Member
INVESTOR:
Execution by KENNET II L.P. acting by its manager KENNET CAPITAL MANAGEMENT (JERSEY) LTD.*
Executed by:
/s/ Sue 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/ Sue Fossey
*for and on behalf of
KING STREET PARTNERS L.P.
acting by its manager
KENNET CAPITAL MANAGEMENT (JERSEY) LTD.

EX-5.1

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Exhibit 5.1

DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, California 94303-2215
T 650.833.2000
F 650.833.2001
W www.dlapiper.com

January 24, 2012

IntelePeer, Inc.
2855 Campus Drive, Suite 200
San Mateo, California 94403

        Re:    Registration Statement on Form S-1

Ladies and Gentlemen:

        You have requested our opinion with respect to certain matters in connection with the filing by IntelePeer, Inc., a Delaware corporation (the "Company"), of a Registration Statement on Form S-1 (File No. 333-174080) initially filed on May 10, 2011 (as amended and supplemented from time to time, the "Registration Statement") with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the "Prospectus"), covering the offering for sale by the Company of an aggregate of up to 8,625,000 shares of the Company's common stock, $0.0001 par value ("Common Stock"), including up to 1,125,000 shares subject to an overallotment option to be granted to the underwriters in the offering (the "Shares").

        This opinion is being furnished in accordance with the requirements of Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.

        In connection with this opinion, we have reviewed and relied upon the Registration Statement and Prospectus, the Company's charter documents, as amended and restated to date, records of the Company's corporate proceedings in connection with the offering, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed the authenticity of all records, documents, and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents, and instruments submitted to us as copies. We have also obtained from officers of the Company certificates as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates without independent investigation.

        We express no opinion concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing) and the federal law of the United States of America.

        On the basis of the foregoing, we are of the opinion that Shares have been duly authorized and, when issued and paid for in accordance with the terms of the underwriting agreement, substantially in the form filed as Exhibit 1.1 to the Registration Statement, they will be validly issued, fully paid and nonassessable.

        We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus that is part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

        We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein after the effective date of the Registration Statement. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, or the Registration Statement.

Very truly yours,

DLA PIPER LLP (US)

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Exhibit 5.1

EX-10.19

Exhibit 10.19

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.

VOEX, INC.

NON-PLAN FULLY VESTED STOCK OPTION AGREEMENT

Voex, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Non-Plan Fully Vested Stock Option Agreement (this “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 not been granted pursuant to the Voex, Inc. Amended and Restated 2003 Stock Option and Restricted Stock Plan (the “Plan”).  However, this Option Agreement shall be governed by the terms and conditions of the Plan, as amended to the Date of Grant, that would be applicable to the Option had the Option been granted pursuant to the Plan (the “Applicable Plan Provisions”) and such terms and conditions are hereby incorporated by reference in this Option Agreement.  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 Applicable Plan Provisions, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Applicable Plan Provisions, 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 Applicable Plan Provisions.

1.DEFINITIONS AND CONSTRUCTION.

1.1Definitions.  Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

1.2Construction.  Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option

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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.

2.1Tax Status of Option.  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.

3.ADMINISTRATION.

All questions of interpretation concerning the Grant Notice, this Option Agreement and the Applicable Plan Provisions 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.

4.1Right 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, subject to the Company’s repurchase rights set forth in Section 10.

4.2Method 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.

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4.3Payment 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.

4.4Tax 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.

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4.5Certificate 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.

4.6Restrictions 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.

4.7Fractional 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, 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, or (b) a Change in Control to the extent provided in Section 7.

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7.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.  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.

8.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

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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.

9.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 8.  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.

10.RIGHT OF FIRST REFUSAL.

10.1Grant of Right of First Refusal.  Except as provided in Section 10.7 and Section 15 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 10 (the “Right of First Refusal”).

10.2Notice 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.

10.3Bona 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 10, and the

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Participant shall have no right to transfer the Transfer Shares without first complying with the procedure described in this Section 10.  The Participant shall not be permitted to transfer the Transfer Shares if the proposed transfer is not bona fide.

10.4Exercise 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.

10.5Failure 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 10.4 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 10.

10.6Transferees 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 10 providing for the Right of First Refusal with

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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 10 are met.

10.7Transfers 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 10.9 below result in a termination of the Right of First Refusal.

10.8Assignment 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.

10.9Early 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.

11.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 8, 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.

12.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:

12.1“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

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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.”

12.2“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.”

13.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.

14.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.

15.MISCELLANEOUS PROVISIONS.

15.1Further 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.

15.2Binding 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.

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15.3Termination or Amendment.  The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 7 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.

15.4Delivery 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 15.4(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 15.4(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 15.4(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 15.4(a).

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15.5Integrated 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.

15.6Applicable 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.

15.7Counterparts.  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.

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Participant:

Date:

STOCK OPTION EXERCISE NOTICE

Nonstatutory Stock Option

Voex, 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 Voex, Inc. (the “Company”) pursuant to 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:

™ Cash:		$
™ Check:		$
™ Tender of Company Stock:	Contact Plan Administrator

4.Tax Withholding.  I enclose payment in full of my withholding taxes, if any, as follows:

(Contact Plan Administrator for amount of tax due.)

™ Cash:	$
™ Check:	$

5.Participant Information.

My address is:

My Social Security Number is:

6.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, 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.

7.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 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.
Voex, Inc.
By:
Title:
Dated: