FOURTH ADDENDUM TO THAT CERTAIN EMPLOYMENT AGREEMENT BETWEEN FARMSTEAD TELEPHONE GROUP, INC. AND GEORGE J. TAYLOR, JR. DATED AS OF JANUARY 1, 1998, AS AMENDED BY THAT CERTAIN RESTATED FIRST ADDENDUM DATED AS OF AUGUST 1, 2001; AS FURTHER AMENDED BY...Farmstead Telephone Group Inc • October 6th, 2004 • Wholesale-electronic parts & equipment, nec
Right to Purchase up to the Maximum Exercisable Shares (as defined below) of Common Stock of One IP Voice, Inc. (subject to adjustment as provided herein)One Ip Voice, Inc. • October 23rd, 2006 • Telephone communications (no radiotelephone) • New York
RECITALSPurchase and Sale Agreement • March 20th, 1998 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
AMENDMENTFarmstead Telephone Group Inc • August 16th, 2006 • Communications services, nec • New York
BACKGROUND ----------Stock Pledge Agreement • October 23rd, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.1 FARMSTEAD TELEPHONE GROUP, INC. CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT This Convertible Promissory Note and Warrant Purchase Agreement (the "Agreement") is made as of the 8th day of February 2006, by and among...Purchase Agreement • February 14th, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Massachusetts
LIMITED LIABILITY COMPANY AGREEMENT of INFINET SYSTEMS LLCLimited Liability Company Agreement • March 26th, 2002 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
AGREEMENT NO: ARS-LA- 99102 ARS LICENSE AGREEMENT BETWEEN LUCENT TECHNOLOGIES AND FARMSTEAD TELEPHONE GROUP, INC. FOR AUTHORIZED REMARKETING SUPPLIER PROGRAM Table of ContentsLicense Agreement • March 26th, 1999 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
RECITALSEmployment Agreement • March 4th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Connecticut
RECITALSEmployment Agreement • October 6th, 2004 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Connecticut
RECITALS -------- WHEREAS, BACC and Borrower entered into a Loan and Security Agreement dated as of February 19, 2003 (said agreement as amended, modified or extended from time to time the "Loan Agreement") which sets forth the terms and conditions of...Modification Agreement • February 14th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
BY AND BETWEEN FREMONT PRESTIGE PARK, LLC (LANDLORD) AND FARMSTEAD TELEPHONE GROUP, INC. (TENANT) INDEX TO LEASE --------------Farmstead Telephone Group Inc • May 13th, 2004 • Wholesale-electronic parts & equipment, nec
Exhibit 99.1 SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This Agreement (the "Agreement") is made as of the 17th day of February, 2006 by and among Farmstead Telephone Company, Inc., a Delaware corporation (the "Company"), and the...Investors' Rights Agreement • March 21st, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
AGREEMENT ---------Farmstead Telephone Group Inc • March 26th, 2004 • Wholesale-electronic parts & equipment, nec • New Jersey
WARRANT TO PURCHASE COMMON STOCK OF FARMSTEAD TELEPHONE GROUP, INC.Farmstead Telephone Group Inc • April 12th, 2006 • Wholesale-electronic parts & equipment, nec • Delaware
As of January 1, 1999 First Union National Bank 205 Church Street New Haven, CT 06510 Gentlemen: This letter sets forth our agreements with respect to the obligations described below of Farmstead Telephone Group, Inc. (the "Borrower") to First Union...Farmstead Telephone Group Inc • March 26th, 1999 • Wholesale-electronic parts & equipment, nec
EXHIBIT 10(CC) RIDER #1 TO LEASE DATED NOVEMBER 5, 1996 BY AND BETWEEN TOLLAND ENTERPRISES, OF 183 PRESTIGE PARK ROAD, EAST HARTFORD, CONNECTICUT 06108 ("LANDLORD") AND FARMSTEAD TELEPHONE GROUP, INC., HAVING A MAILING ADDRESS AT 22 PRESTIGE PARK...Farmstead Telephone Group Inc • March 23rd, 2000 • Wholesale-electronic parts & equipment, nec
Exhibit 99.4 ONE IP VOICE, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date:...One Ip Voice, Inc. • October 23rd, 2006 • Telephone communications (no radiotelephone) • New York
RECITALSEmployment Agreement • March 20th, 1998 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Connecticut
As of December 1, 1997Farmstead Telephone Group Inc • March 20th, 1998 • Wholesale-electronic parts & equipment, nec
EXHIBIT 99.3 NEITHER THIS WARRANT NOR THE SHARES OBTAINABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (COLLECTIVELY, THE "ACTS"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE...Farmstead Telephone Group Inc • February 14th, 2006 • Wholesale-electronic parts & equipment, nec • Massachusetts
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT This Placement Agency Agreement (this "Agreement") is made and entered into as of September 15, 2006 (the "Effective Date"), by and between One IP Voice, Inc., a Delaware corporation (the "Company"), and...Placement Agency Agreement • November 20th, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • Texas
Exhibit 10(bb) BUSINESS FINANCING AGREEMENT (Floorplan, Accounts & Supplemental Inventory) This Business Financing Agreement ("Agreement") is made as of June 14, 1999, between Deutsche Financial Services Corporation ("DFS") and Farmstead Telephone...Business Financing Agreement • August 13th, 1999 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Massachusetts
EXHIBIT 10(v) LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of the 19th day of February, 2003 by and between BUSINESS ALLIANCE CAPITAL CORP., a Delaware corporation (BACC), with its chief executive office located at...Loan and Security Agreement • March 26th, 2003 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
September 7, 2006 One IP Voice, Inc. 22 Prestige Park Circle East Hartford, CT 06108 Attention: Jean-Marc Stiegemeier Dear Jean-Marc: This letter agreement ("Agreement") confirms the terms and conditions pursuant to which C.P. Baker Securities, Inc....One Ip Voice, Inc. • November 20th, 2006 • Telephone communications (no radiotelephone) • Massachusetts
Date: June 6, 1997 TO: AT&T COMMERCIAL FINANCE CORPORATION ("AT&T"), which has its principal place of business in Morristown, New Jersey. The undersigned entity or person ("Dealer") agrees as follows: 1. Discretionary Financing. Dealer desires that...Farmstead Telephone Group Inc • August 13th, 1997 • Wholesale-electronic parts & equipment, nec
ARTICLE IFarmstead Telephone Group Inc • August 16th, 2006 • Communications services, nec
WARRANT TO PURCHASE COMMON STOCK OF Farmstead Telephone GROUP, INC.Farmstead Telephone Group Inc • October 6th, 2004 • Wholesale-electronic parts & equipment, nec • Delaware
EXHIBIT 99.4 NEITHER THIS WARRANT NOR THE SHARES OBTAINABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (COLLECTIVELY, THE "ACTS"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE...Farmstead Telephone Group Inc • February 14th, 2006 • Wholesale-electronic parts & equipment, nec • Massachusetts
Exhibit 99.5 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2005, by and between Farmstead Telephone Group, Inc., a Delaware...Minimum Borrowing Note Registration Rights Agreement • April 5th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New York
Exhibit 99.1 SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This Agreement (the "Agreement") is made as of the 17th day of February, 2006 by and among Farmstead Telephone Company, Inc., a Delaware corporation (the "Company"), and the...Series a Preferred Stock and Warrant Purchase Agreement • February 24th, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
Exhibit 99.1 SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This Agreement (the "Agreement") is made as of the 17th day of February, 2006 by and among Farmstead Telephone Company, Inc., a Delaware corporation (the "Company"), and the...Series a Preferred Stock and Warrant Purchase Agreement • April 21st, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
ARTICLE I CONTRACT RATE AND MINIMUM BORROWING NOTEFarmstead Telephone Group Inc • April 5th, 2005 • Wholesale-electronic parts & equipment, nec
TOLLAND ENTERPRISES (LANDLORD) FARMSTEAD TELEPHONE GROUP, INC. (TENANT) INDEX TO LEASE -------------- ARTICLE CAPTION ------- ------- I Basic Lease Data, Exhibits and Riders II Premises and Term III Rent IV Real Estate and Other Taxes V Operating...Agreement of Lease • November 13th, 1996 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
As of September 29, 1998 First Union National Bank 205 Church Street New Haven, CT 06510 Gentlemen: This letter sets forth our agreements with respect to the obligations described below of Farmstead Telephone Group, Inc. (the "Borrower") to First...Farmstead Telephone Group Inc • March 26th, 1999 • Wholesale-electronic parts & equipment, nec
