Innofone Com Inc Sample Contracts

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CONFIDENTIAL ------------
Executive Employment Agreement • October 14th, 2005 • Innofone Com Inc • Services-business services, nec • California
10.19.00 STOCK OPTION PLAN
Innofone Com Inc • January 12th, 2001 • Services-business services, nec
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2006 • Innofone Com Inc • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of June, 2006, between INNOFONE.COM, INCORPORATED, a Nevada corporation (the "Company"), and COGENT CAPITAL FINANCIAL LLC, a Delaware limited liability company (the "Holder").

Contract
Innofone Com Inc • October 29th, 2007 • Services-business services, nec • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 21, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2007 • Innofone Com Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2007, by and among Innofone.com, Inc., a Nevada corporation, with headquarters located at 3470 Onley-Laytonsville Road, Suite 118, Olney, MD 20832 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

WITNESSETH
Executive Employment Agreement • October 14th, 2005 • Innofone Com Inc • Services-business services, nec • Nevada
SECURITY AGREEMENT
Security Agreement • March 29th, 2006 • Innofone Com Inc • Services-business services, nec • New York

SECURITY AGREEMENT (this “Agreement”), dated as of August [ ], 2005, by and among Innofone.com, Inc., a Nevada corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

TABLE OF CONTENTS
Reseller Agreement • May 26th, 2000 • Innofone Com Inc • Services-business services, nec • Ontario
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • October 29th, 2007 • Innofone Com Inc • Services-business services, nec • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of September 21, 2007, by and among Innofone.com, Inc., a Nevada corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 6th, 2005 • Innofone Com Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August [ ], 2005, by and among Innofone.com., Inc., a Nevada corporation, with headquarters located at 3470 Onley-Laytonsville Road, Suite 118, Olney, MD 20832 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 29th, 2007 • Innofone Com Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2007, by and among Innofone.com., Inc., a Nevada corporation, with headquarters located at 3470 Onley-Laytonsville Road, Suite 118, Olney, MD 20832 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • October 29th, 2007 • Innofone Com Inc • Services-business services, nec • New York

GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of September 21, 2007, among Innofone.com, Inc., a Nevada corporation (the “Company”), Alex Lightman (the “Pledgor”), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Pledgees”).

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Contract
Innofone Com Inc • August 28th, 2006 • Services-business services, nec

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2006 • Innofone Com Inc • Services-business services, nec • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2006 by and among INNOFONE.COM, INCORPORATED, a Nevada corporation (the “Company”), and the persons and entities who are signatories hereto (the “Holders”).

GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • August 28th, 2006 • Innofone Com Inc • Services-business services, nec • Nevada

GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of August 8, 2006, is by and among Innofone.com, Inc., a Nevada corporation (the “Company”), Alex Lightman (the “Pledgor”), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Pledgees”).

AND -
Bizsmart Participation Agreement • March 12th, 2001 • Innofone Com Inc • Services-business services, nec • Ontario
GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • March 29th, 2006 • Innofone Com Inc • Services-business services, nec • New York

GUARANTY AND PLEDGE AGREEMENT (this “Agreement”), dated as of August [ ], 2005, among Innofone.com, Inc., a Nevada corporation (the “Company”), Alex Lightman (the “Pledgor”), and the pledgees signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Pledgees”).

AMENDMENT TO PROMISSORY NOTE
Promissory Note • March 6th, 2007 • Innofone Com Inc • Services-business services, nec

This Amendment to Promissory Note, effective as of March 1, 2007, is made by and between Innofone.com, Incorporated, a Nevada corporation (the “Company” or “Innofone”) and 55 South Investments (the “Holder”).

MARKETING AND NETWORK SERVICES AGREEMENT
Marketing and Network Services Agreement • January 12th, 2001 • Innofone Com Inc • Services-business services, nec
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 29th, 2006 • Innofone Com Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August [ ], 2005, by and among Innofone.com., Inc., a Nevada corporation, with headquarters located at 3470 Onley-Laytonsville Road, Suite 118, Olney, MD 20832 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 17th, 2007 • Innofone Com Inc • Services-business services, nec • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of January 16, 2007, by and between Innofone.com, Incorporated, a Nevada corporation (the “Company”), and Lakewood Group LLC (“Subscriber”).

Contract
Innofone Com Inc • July 13th, 2006 • Services-business services, nec

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

AMENDMENT TO PROMISSORY NOTE Dated as of September 21, 2007
Promissory Note • October 9th, 2007 • Innofone Com Inc • Services-business services, nec

This AMENDMENT TO THE PROMISSORY NOTE (this “Amendment”) amends the Promissory Note dated as of August 30, 2006 by and between Innofone.com, Incorporated, a Nevada corporation (the “Company”) and Joe Mandell (the “Holder”) (the “Note”). Capitalized terms not otherwise defined in this Amendment have the meanings ascribed to such terms in the Note.

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