CLASS D COMMON STOCK PURCHASE WARRANTVoip Inc • September 14th, 2007 • Telephone & telegraph apparatus • New York
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
SECURED CONVERTIBLE NOTEVoip Inc • September 14th, 2007 • Telephone & telegraph apparatus • New York
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:
INTERCREDITOR, SUBORDINATION, DEFAULT WAIVER AND ASSIGNMENT AGREEMENTAnd Assignment Agreement • September 14th, 2007 • Voip Inc • Telephone & telegraph apparatus • New York
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 14th, 2007 • Voip Inc • Telephone & telegraph apparatus • New York
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”).
LOCKUP AGREEMENTLockup Agreement • September 14th, 2007 • Voip Inc • Telephone & telegraph apparatus • New York
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.
