ContractBridge Loan Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec
Bridge Loan Agreement is entered into the day of February 2008 set forth on the signature page of this Bridge Loan Agreement (the “Bridge Loan Agreement”) between IPtimize, Inc., a Delaware corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”) and the individual, firm or entity listed on the last page of this Bridge Loan Agreement (the “Lender”). The Lender and the Borrower are sometimes individually referred to as a “Party” and collectively as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec • Colorado
This Executive Employment Agreement (“Agreement”), including the attached Exhibits “A”, “B”, and “C,” is entered into this 10th day of April 2008, between IPtimize, Inc., a publicly owned and traded Delaware corporation with offices at 2135 South Cherry St., Suite 200, Denver, CO. 80222 (hereinafter referred to as the “Employer”) and Clinton J. Wilson, an individual residing at 5197 East Nichols Lane, Centennial, Colorado 80112 (“Executive”), and shall become effective on the Effective Date as that term is defined in Section 1.1.
Re: Independent Contractor AgreementLetter Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec
This letter agreement (the “Agreement”) will serve to confirm our prior conversations and negotiations concerning the parameters attendant upon your engagement as an independent contractor by IPtimize, Inc., a Minnesota corporation with offices at 2135 S. Cherry St., Suite 200, Denver, CO. 80222 (the “Company”). In this regard, and in consideration of the mutual benefit derived herefrom, the receipt and adequacy of which is hereby jointly and severally acknowledged and accepted, we agree as follows:
ContractLoan Extension Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec • Colorado
LOAN EXTENSION AGREEMENT (the “Extension Agreement”) made this 24th day of February, 2008 by and between IPtimize, Inc., a Delaware corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Company”) and Ron Pitcock, an individual residing at, 7654 Spirit Ranch Road, Golden, Colorado 80403 (the “Lender”). The Company and the Lender are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
ContractBusiness Advisory Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec
Second Amendment to Business Advisory Agreement made this 22nd day of February 2008 (the “Amendment”), 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 Delaware 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”.
ContractLine of Credit Extension Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec • Colorado
LINE OF CREDIT EXTENSION AGREEMENT (the “Extension Agreement”) made this 24th day of February, 2008 by and between First Capital Business Development, LLC, a Colorado limited liability company, located at 16293 East Dorado Place, Centennial, CO 80015 (the “Lender”) and IPtimize, Inc., a Delaware corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Company”). The Lender and the Company are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
IPTIMIZE, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec • Delaware
IPTIMIZE, INC., a Minnesota corporation with offices at 2135 S. Cherry St., Suite 200, Denver, CO. 80222 (the “Corporation”), hereby grants to Robert T. Flood residing at 8 Red Tail Drive, Highlands Ranch, CO. 80126 (the “Grantee”), an option (the “Option”) to purchase the number of shares (the “Shares”) of common stock, no par value per share (the “Common Stock”), of the Corporation set forth in Section 2 hereof, at the price determined as provided herein, pursuant to the Corporation’s 2007 Equity Incentive Plan (the “Plan”), adopted by the Corporation, which is incorporated herein by reference. The Grantee hereby acknowledges receipt of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof. Terms that are defined in the Plan shall have the same meanings when used herein.
ContractBusiness Development Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec
Amendment to Business Development Agreement made this 5th day of September 2007 (the “Amendment”), 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”.
Re: Independent Contractor AgreementLetter Agreement • June 27th, 2008 • Iptimize, Inc. • Communications services, nec
This letter agreement (the “Agreement”) will serve to confirm our prior conversations and negotiations concerning: (i) engagement of Donald Prosser, P.C., a Colorado professional corporation (“Prosser PC”) as an independent contractor by IPtimize, Inc., a Delaware corporation (the “Company”); (ii) the roll-up and merger of the verbal agreement and understanding between Donald W. Prosser (“Prosser”) and the Company dated October 20, 2007 (the “Verbal Agreement”) with and into the Agreement; and (iii) the settlement of the Company’s debt and obligation to Prosser for unpaid consulting services rendered to the Company under the Verbal Agreement during the period October 20, 2007 through the date of this Agreement in the sum of $12,000 (the “Consulting Debt”). the In this regard, and in consideration of the mutual benefit derived herefrom, the receipt and adequacy of which is hereby jointly and severally acknowledged and accepted, we agree as follows:
November 15, 2007 VIA FEDERAL EXPRESS AND EMAIL Mr. Gary Keister WTI, L.L.C. 22722 29th Drive SE, Suite 120 Bothell, WA 98021 VIA FEDERAL EXPRESS AND EMAIL Benjamin Straughan, Esq. Perkins Coie LLPIptimize, Inc. • June 27th, 2008 • Communications services, nec
