ContractIptimize, Inc. • September 26th, 2007 • Services-business services, nec • Colorado
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 IPTIMIZE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
IPTIMIZE, INC. BRIDGE NOTE AND STOCK PURCHASE AGREEMENTBridge Note and Stock Purchase Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
THIS BRIDGE LOAN AND STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of ____________________ 2006, between IPTIMIZE, Inc., a Minnesota corporation (“Borrower” or the “Company”) and _________________________ (“Lender”), with reference to the following.
SUBSCRIPTION AGREEMENT FOR SUBSCRIBERS OF UNITS OF IPTIMIZE, INC. November 2005Subscription Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
Account: IPtimize, Inc. Account #: 4128005867 Routing #: 102003154 Amount: state amount to be invested Vectra Bank - Southwest Branch 1380 S. Federal Blvd. Denver, Colorado 80219 Bank Telephone: (720) 947-7100 IPtimize Telephone: (303) 268-3628
BUSINESS ADVISORY AGREEMENTBusiness Advisory Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec
Business Advisory Agreement (“Agreement”) made this 9th day of March 2007 between First Capital Business Development, LLC, a Colorado limited liability company, located at 16293 East Dorado Place, Centennial, CO 80015 (“FCBD”) and IPtimize, Inc., a Minnesota corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (“Iptimize”). FCBD and Iptimize are sometimes individually referred to as a “Party” and collectively as the “Parties”.
IPTIMIZE, INC. Private Placement of Common Stock (2003 Offering) SUBSCRIPTION AGREEMENT AND CONFIDENTIAL INVESTOR QUESTIONNAIRESubscription Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
THIS SUBSCRIPTION AGREEMENT is entered into as of this _____ day of _____________________, between IPtimize, Inc., a Colorado corporation with its principal offices at 4949 S. Syracuse St., Suite 450, Denver, Colorado 80237; phone: 303-268-3600 (the “Company”), and the undersigned (the “Subscriber”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”) is made as of this 5th day of September 2007, by and between IPtimize, Inc., a Minnesota corporation (“Parent”) and IPtimize, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Subsidiary”).
AGREEMENT FOR SETTLEMENT OF CLAIMS AND ENTRY OF JUDGMENTSettlement Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
This Settlement Agreement is made by and between Toshiba America Information Systems, Inc., a California corporation (“Plaintiff”) and IPtimize, Inc., a Minnesota corporation and IPtimize Operations, Inc., a Minnesota corporation (collectively “Defendants”), all of whom shall be at times herein collectively referred to as “the Settling Parties.”
ContractOption Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
OPTION AGREEMENT (the "Agreement") made this 20th day of August, 2007 between IP timize, Inc., a Minnesota corporation with offices at 2135 S. Cherry St., Suite 200, Denver, CO. 80222 (the “Grantor ”), and (NAME) residing at, ______________________ , (STATE) (ZIP) (the "Holder"). The Holder and the Grantor are hereinafter collectively referred to as the "Parties" and individually as a "Party".
ContractLine of Credit Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
LINE OF CREDIT AGREEMENT (the “Agreement”) made this 2nd day of July, 2007 by and between First Capital Business Development, LLC, a Nevada limited liability company with an office at 16293 East Dorado Place, Centennial, CO 80015 (The “Lender”), and IPtimize, Inc., a Minnesota corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Company”). The Lender and the Company are sometimes hereinafter individually referred to as a “Party” or collectively as the “Parties”.
FOUNDER’S EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
THIS FOUNDER’S EMPLOYMENT AGREEMENT (this “Agreement”), effective as of this October 1, 2005, is entered into by and between Iptimize Incorporated, a Colorado corporation (the “Company”), and Clint Wilson, an individual (“Founder”).
IPTIMIZE, INC. 10% NON-NEGOTIABLE PRE BRIDGE CONVERTIBLE PROMISSORY NOTEIptimize, Inc. • September 26th, 2007 • Services-business services, nec
FOR VALUE RECEIVED, Iptimize, Inc. a Minnesota corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”) hereby covenants and promises to pay to the order of ______________, residing at _______________ (the “Holder”), the principal sum of _____ Thousand and 00/100 ($___,000) Dollars in lawful money of the United States of America with interest at a rate of ten (10%) percent per annum on an actual day/360 day basis (collectively the “Loan Amount”) and payable on the Due Date (as that term is defined below). All principal, interest and other costs incurred in connection with this 10% Pre-Bridge Promissory Note (the “Note”) shall be due and payable to the Holder on the earlier of (i) the first anniversary of the execution of this Note by the Borrower; (ii) the closing date of the Borrower’s contemplated permanent PIPE financing in excess of $1,500,000 (the “PIPE”); or (iii) the receipt by the Holder of Commission Income (as that term is defined in Se
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec
This Settlement and Mutual Release Agreement (“Agreement”) is entered into as of July 12, 2007 by and between two Colorado corporations known as Dare 2 Share Ministries (“Dare 2 Share”) and Iptimize, Inc. (“Iptimize”). Each may be referenced below as “Party” and collectively they are the “Parties.”
ContractPre- Bridge Loan Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec
Pre- Bridge Loan Agreement (the “Pre-Bridge Agreement”) is entered into this __ th day of May 2007 between IPtimize, Inc., a Minnesota corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”) and ________________________, residing at _______________________ (the “Lender ”). The Lender and the Borrower are sometimes individually referred to as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec • Colorado
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into effective this 31st day of August , 2007 (the “Effective Date”) by and among IPtimize, Inc., a Minnesota corporation with its principal place of business at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (“IPtimize”), IP Solutions, Inc. , a Colorado corporation with its principal place of business at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Subsidiary”), WTI, L.L.C., a Washington limited liability company that has elected to be taxed as a corporation, with its principal place of business at 22722 29th Drive SE, Suite 120, Bothell, Washington 98021 (“WTI”), and the members of WTI listed on the signature page hereof (individually, “Owner” and collectively the “Owners”). IPtimize, the Subsidiary, WTI and the Owners are sometimes individually referred to as a “Party” and collectively as the “Parties.”
ContractTermination, Waiver and Release Agreement • September 26th, 2007 • Iptimize, Inc. • Services-business services, nec
Termination, Waiver and Release Agreement (the “Agreement”) made this 27th day of July 2007 between IPtimize, Inc., a Minnesota corporation with offices at 2135 South Cherry St., Suite 200, Denver, CO. 80222 (the “Company”) and John R. Evans, residing at 7724 South Birch Court, Centennial, CO 80122 (“Evans”). The Company and Evans are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”.
