Voip Inc Sample Contracts

Voip Inc – PERSONAL GUARANTY (December 21st, 2007)
Voip Inc – INTERCREDITOR, SUBORDINATION, WAIVER AND AMENDMENT AGREEMENT (December 21st, 2007)

THIS INTERCREDITOR, SUBORDINATION, DEFAULT AND AMENDMENT AGREEMENT, dated as of December 18, 2007 (this “Agreement”), is by and among VoIP Inc. (“Borrower”), the parties identified on Schedule A hereto (“Secured Lenders”) the parties identified on Schedule B hereto (“SSSD Lenders”), the parties identified on Schedule C hereto (“LB Lenders”) and Barbara R. Mittman, in her capacity as collateral agent for the benefit of the Secured Lenders, SSSD Lenders and LB Lenders (each a “Party” and collectively the “Parties”).

Voip Inc – LOAN AGREEMENT (December 21st, 2007)

LOAN AGREEMENT, dated as of December 18, 2007 (this “Agreement”), between VOIP INC., a Texas corporation (“Borrower”), and the parties identified on Schedule A hereto (together with its successors and assigns, each a “Lender” and collectively, “Lenders”)

Voip Inc – SUBSCRIPTION AGREEMENT (December 21st, 2007)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 18, 2007, by and among VoIP, Inc., a Texas corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

Voip Inc – LOCKBOX ESCROW AGREEMENT (December 21st, 2007)

This Agreement is dated as of the 18th day of December, 2007 among VoIP, Inc., a Texas corporation (the "Borrower"), the parties identified on Schedule A hereto (each a “Lender”, and collectively “Lenders”), and Grushko & Mittman, P.C. (the "Escrow Agent"):

Voip Inc – CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS, PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK, $.001 PAR VALUE PER SHARE (December 21st, 2007)
Voip Inc – LOCKUP AGREEMENT (December 21st, 2007)

This AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2007, by Anthony Cataldo (“Holder”), in connection with his ownership of shares of VoIP, Inc., a Texas corporation (the “Company”).

Voip Inc – SECURED CONVERTIBLE NOTE (December 21st, 2007)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Voip Inc – CONSULTANT AGREEMENT (November 14th, 2007)

This Agreement is made and entered into as of the 6th day of September, 2007 between VoIP, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”)

Voip Inc – DEFAULT WAIVER AGREEMENT (November 2nd, 2007)

THIS DEFAULT WAIVER AGREEMENT, dated as of October 31, 2007 (this “Agreement”), among VoIP Inc. (“Borrower”), the parties identified on Schedule A hereto (“Secured Lenders”) (each a “Party” and collectively the “Parties”).

Voip Inc – ADVISORY SERVICES AGREEMENT - Piter Korompis (October 5th, 2007)

This Advisory Services Agreement (the “Services Agreement”) is made and entered into September 24, 2007 (the “Effective Date ”), by and between (i) Piter Korompis, whose principal business address is an individual c/o Austindo Foods, Pty, Level 1, 585 Burwood Road, Hawthorn, Victoria 3122, Australia (the “Consultant”) and (ii) VoIP, Inc., a Texas corporation, whose principal place of business is 151 South Wymore Road, Suite 3000, Altamonte Springs, Florida 32714 (the “Company”). Consultant and Company may hereinafter be referred to individually as a “party” or collectively as the “parties.”

Voip Inc – CONVERTIBLE PROMISSORY NOTE (October 2nd, 2007)

This Note shall be secured by the revenue recently billed to *** invoice number *** dated September 4, 2007 in the amount of $589,966.32 (such funds expected to be received by the Company on October 4, 2007). The Company will also issue to the Holder a postdated check for $200,000.00, dated October 4, 2007, with the intention that said postdated check, upon presentation for sufficient funds, will apply toward repayment of this Note. It is further understood by the Holder that the Company does not presently have sufficient cash to fund this postdated check, and is relying on receipt of the *** revenue mentioned above to provide such sufficient funds.

Voip Inc – CONVERTIBLE PROMISSORY NOTE (October 2nd, 2007)

FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay to the order of ALLEN ANGEL, or its successors or assigns ("Holder"), at such place as the Holder may designate in writing to the Company, in lawful money of the United States of America, the principal sum of Thirty Six Thousand Two Hundred Fifty Dollars ($36,250.00), due and payable on October 4, 2007.

Voip Inc – September 12, 2007 VIA ELECTRONIC MAIL Robert Staats Chief Accounting Officer VoIP, Inc. (September 14th, 2007)
Voip Inc – SUBSCRIPTION AGREEMENT (September 14th, 2007)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 12, 2007, by and among VoIP, Inc., a Texas corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

Voip Inc – LOCKUP AGREEMENT (September 14th, 2007)

This AGREEMENT (the “Agreement”) is made as of the 12th day of September, 2007, by VoIP, Inc., a Texas corporation (the “Company”), with regard to Anthony Cataldo and Shawn Lewis (each a “Holder”), in connection with their ownership of common shares of the Company.

Voip Inc – CLASS D COMMON STOCK PURCHASE WARRANT (September 14th, 2007)

VOIP, INC., a corporation organized under the laws of the State of Texas (the “Company”), hereby certifies that, for value received, ______________________________________, _______________________________________________________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth (5th) anniversary of the Actual Effective Date (as defined in Section 11.1(iv) of the Subscription Agreement) (the “Expiration Date”), up to __________ fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.75. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price." The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder. Ca

Voip Inc – INTERCREDITOR, SUBORDINATION, DEFAULT WAIVER AND ASSIGNMENT AGREEMENT (September 14th, 2007)

THIS INTERCREDITOR, SUBORDINATION, DEFAULT WAIVER AND ASSIGNMENT AGREEMENT, dated as of September 12, 2007 (this “Agreement”), is by and among VoIP Inc. (“Borrower”), Centurion Microcap, L.P., Alpha Capital Anstalt, Ellis International, Ltd., Bristol Investment Fund, Ltd. (“Bristol”) and Whalehaven Capital Fund, Ltd. (“Assignees”), the parties identified on Schedule A hereto (“Secured Lenders”) and Barbara R. Mittman, in her capacity as collateral agent for the benefit of the Secured Lenders (each a “Party” and collectively the “Parties”).

Voip Inc – SECURED CONVERTIBLE NOTE (September 14th, 2007)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Voip Inc – CONVERTIBLE PROMISSORY NOTE (August 20th, 2007)

FOR THE AMOUNT OF TWO HUNDRED THOUSAND DOLLARS ($200,000.00) CASH RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay to the order of CARRIE ANGEL, or its successors or assigns ("Holder"), at such place as the Holder may designate in writing to the Company, in lawful money of the United States of America, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00), due and payable on September 1, 2007.

Voip Inc – SUBSCRIPTION AGREEMENT (August 20th, 2007)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 27, 2007 (the “Closing Date”), by and among VoIP, Inc., a Texas corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

Voip Inc – SECOND AMENDED ADVISORY SERVICES AGREEMENT (August 20th, 2007)

This Second Amended Advisory Services Agreement (the “Second Amendment”), is effective as of May 18, 2007, between James B. Panther, II (the “Consultant”), and VoIP, Inc. (the “Company”).

Voip Inc – CONVERTIBLE NOTE (August 20th, 2007)

This note (the “Note”) has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Voip Inc – SECOND AMENDED ADVISORY SERVICES AGREEMENT (August 20th, 2007)

This Second Amended Advisory Services Agreement (the “Second Amendment”), is effective as of May 18, 2007, between Mark L. Baum, Esq. (the “Consultant”), and VoIP, Inc. (the “Company”).

Voip Inc – Contract (August 20th, 2007)

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Voip Inc – Contract (August 20th, 2007)

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Voip Inc – SUBSCRIPTION AGREEMENT (August 20th, 2007)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of July 31, 2007 (the “Closing Date”), by and among VoIP, Inc., a Texas corporation (the “Company”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively “Subscribers”).

Voip Inc – CONVERTIBLE NOTE (August 20th, 2007)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Voip Inc – ASSIGNMENT OF BALLOON PROMISSORY NOTE (August 20th, 2007)

THIS ASSIGNMENT OF BALLOON PROMISSORY NOTE (the “Assignment Agreement”) is made as of July 27, 2007 (the “Effective Date”), by and between: (i) Shawn M. Lewis, an individual residing at 637 Field Club Circle, Casselberry, Florida 32707 (the "Assignor"); (ii) VoIP, Inc., a Texas corporation, whose principal place of business is 151 South Wymore Road, Suite 3000, Altamonte Springs, Florida 32714 (the “Assignee”); and (iii) Black Forest International, LLC., a Delaware limited liability company, and its successors or assigns (“Lender”), whose mailing address is 2038 Corte del Nogal, Suite 110, Carlsbad, California 92008. The Assignor, Assignee and Lender may hereinafter be referred to individually as a “party” and collectively as the “parties.”

Voip Inc – PROMISSORY NOTE (August 20th, 2007)

FOR VALUE RECEIVED, the undersigned, VOIP, INC., a Texas corporation ("Debtor"), promises to pay to the order of CENTURION MICROCAP L.P., or its successors or assigns ("Lender"), on September 6, 2007 or on demand ("Maturity Date") at 3014 Avenue L, Brooklyn, NY 11210, Fax: (718) 228-9570, or at such other place as the Lender may designate from time to time in writing to the Debtor, in lawful money of the United States of America, the principal sum of Three Hundred Seventy Five Thousand Dollars ($375,000.00), together with interest on the unpaid principal balance of this Note from the date hereof until paid at twelve percent (12%) per annum. In the event of Debtor's default hereunder, interest on amounts past due pursuant to this Note shall be paid at a rate of eighteen percent (18%) per annum. Interest shall be computed on the basis of a 360-day year.

Voip Inc – CONVERTIBLE PROMISSORY NOTE (August 20th, 2007)

FOR VALUE RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay to the order of BRISTOL INVESTMENT FUND, LTD., or its successors or assigns ("Holder"), on June 25, 2007, or on demand ("Maturity Date") at Caledonian Fund Services (Cayman) Limited, 69 Dr. Roy’s Drive, George Town, Grand Cayman, Cayman Islands, or at such other place as the Holder may designate in writing to the Company, in lawful money of the United States of America, the principal sum of Seventy-Five Thousand Dollars ($75,000.00), plus a premium of Twenty-Five Thousand Dollars ($25,000.00). Other terms and conditions follow.

Voip Inc – SETTLEMENT AGREEMENT AND RELEASE (August 20th, 2007)

THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is dated as of May 23, 2007 by and between CROSS COUNTRY CAPITAL PARTNERS, L.P. ("Cross Country"), and VOIP, INC. ("VoIP").

Voip Inc – Press Release (August 16th, 2007)

ORLANDO, Fla.--(BUSINESS WIRE)--VoIP, Inc. (OTCBB: VOIC - News), a leading provider of turnkey Voice over Internet Protocol communications solutions, announced that the reverse stock split of the Company's outstanding common stock, at a ratio of 1-for-20 shares, is effective today, August 16, 2007. In addition, the Company's stock symbol has changed to VOIC and will continue to trade on the OTC Bulletin Board. Under the terms of the split, for every twenty shares of issued and outstanding common stock, a shareholder will receive one share of common stock. No fractional shares will be issued in connection with the reverse stock split; for any fractional ownership, the Company will issue one whole share for any fractional interest.

Voip Inc – CONVERTIBLE PROMISSORY NOTE (July 26th, 2007)

FOR VALUE RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay to the order of WHALEHAVEN CAPITAL FUND LIMITED, or its successors or assigns ("Holder"), at 3rd Floor, 14 Par-Laville Road, Hamilton, Bermuda HM08, or at such other place as the Holder may designate in writing to the Company, in lawful money of the United States of America, the principal sum of Eighty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($83,333.33), payable at the earlier of any of the following events or dates:

Voip Inc – CONVERTIBLE PROMISSORY NOTE (July 26th, 2007)

FOR VALUE RECEIVED, the undersigned, VoIP, INC., a Texas corporation (the "Company"), promises to pay to the order of ALPHA CAPITAL ANSALT, or its successors or assigns ("Holder"), at 551 Fifth Avenue, Suite 1601, New York, New York 10176, or at such other place as the Holder may designate in writing to the Company, in lawful money of the United States of America, the principal sum of Eighty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($83,333.33), payable at the earlier of any of the following events or dates: