EXHIBIT 1.1 2,400,000 Shares WORLDQUEST NETWORKS, INC. Common Stock, $.01 par value UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 25th, 1999 • Worldquest Networks Inc • Services-business services, nec • New York
Exhibit 10.4 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this "Agreement") made this 31st day of October, 2005 by and between PARK AVE. ASSOC. MANAGEMENT LLC (the "PAM"), a Delaware limited liability company with a principal place of business at...Management Agreement • November 4th, 2005 • WQN, Inc. • Services-business services, nec
EXHIBIT 1.1 UNDERWRITING AGREEMENT 2,750,000 Shares of Common StockUnderwriting Agreement • March 30th, 2000 • Worldquest Networks Inc • Services-business services, nec • New York
OFJoint Venture Agreement • March 8th, 2001 • Worldquest Networks Inc • Services-business services, nec • Texas
RECITALSMerger Agreement • March 13th, 2002 • Worldquest Networks Inc • Services-business services, nec • Delaware
EXHIBIT 10.5 WORLDQUEST NETWORKS, INC. STOCK PURCHASE WARRANTStock Purchase Warrant • July 13th, 1999 • Worldquest Networks Inc • Texas
ARTICLE IConvertible Note • October 17th, 2005 • WQN, Inc. • Services-business services, nec • Texas
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, is entered into as of December __, 1999 by and between WORLDQUEST NETWORKS, INC. (the "Company") and those parties whose signatures are listed on Schedule A hereto, as such...Registration Rights Agreement • December 17th, 1999 • Worldquest Networks Inc • Services-business services, nec • California
EMPLOYMENT AGREEMENT and COVENANT NOT TO COMPETEEmployment Agreement • August 8th, 2003 • Worldquest Networks Inc • Services-business services, nec • Texas
SCHEDULE A TO AMENDED AND RESTATED NOTE DATED MAY 5, 1999 PAYABLE BY WORLDQUEST NETWORKS, INC. TO WORLDQUEST NETWORKS, LLCNote • July 13th, 1999 • Worldquest Networks Inc
This Note is partially a term note and partially a revolving note. The term note portion represents $1,100,000 of the principal balance, which $1,100,000 of principal balance is outstanding as of the date of this Note, with accrued interest thereon of $144,039.88 as of the date of this Note. The term note portion of the principal balance and such accrued interest, together with interest accruing hereafter on such principal balance, is due and payable in full on May 5, 2002.
EXHIBIT 4.5 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Convertible Promissory Note • December 17th, 1999 • Worldquest Networks Inc • Services-business services, nec • Texas
Exhibit 3 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,...Warrant Agreement • October 17th, 2005 • WQN, Inc. • Services-business services, nec • Texas
AMENDMENT AND CLARIFICATION TO STOCK TRANSFER AGREEMENTStock Transfer Agreement • October 1st, 1999 • Worldquest Networks Inc • Services-business services, nec
EXHIBIT 10.6 EQUIPMENT LEASE --------------- InterVoice Inc. (herein called "Lessor") agrees to lease to WorldQuest Networks, Inc. (herein called "Lessee"), and Lessee agrees to lease and rent from Lessor, the equipment for the 400 Ports (as defined...Equipment Lease • September 7th, 1999 • Worldquest Networks Inc • Services-business services, nec • Texas
AMONGStock Purchase Agreement • August 12th, 2004 • Worldquest Networks Inc • Services-business services, nec • California
EXHIBIT 4.3.3 Option to Purchase 27,500 Shares of Common Stock REPRESENTATIVES' WARRANT ------------------------ Dated: February 4, 2000 THIS CERTIFIES THAT WESTPARK CAPITAL, INC., (herein sometimes called the "Holder" or the "Representative") is...Option to Purchase Shares of Common Stock • March 30th, 2000 • Worldquest Networks Inc • Services-business services, nec
EXHIBIT 10.3 WORLDQUEST NETWORKS, INC. STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") is entered into as of December 7, 1998 between WorldQuest Networks, Inc., a Texas corporation (the "Company"), and Michael R. Lanham, an employee...Stock Option Agreement • July 13th, 1999 • Worldquest Networks Inc • Texas
EXHIBIT 10.1 JOINT VENTURE AGREEMENT This Joint Venture Agreement (the "Agreement") is entered into this 9/th/ day of April, 1999, between BDC LLC, a Nevada limited liability company, ("Partner") and WorldQuest Networks, Inc., a Texas corporation...Joint Venture Agreement • July 13th, 1999 • Worldquest Networks Inc • Texas
OFOperating Agreement • November 4th, 2005 • WQN, Inc. • Services-business services, nec • Delaware
WITNESSETH:Employment Agreement • August 14th, 2001 • Worldquest Networks Inc • Services-business services, nec • Texas
EXHIBIT 10.1 WORLDQUEST NETWORKS, INC. PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is entered into effective as of April 17, 2000 between BDC LLC, a Delaware limited liability company ("BDC"), and WorldQuest Networks, Inc., a Texas...Purchase Agreement • May 15th, 2000 • Worldquest Networks Inc • Services-business services, nec • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2005 • WQN, Inc. • Services-business services, nec • New York
AGREEMENT, dated as of the 25th day of August, 2005, by and between WQN, INC., a Delaware corporation with an office located at 14911 Quorom Drive, Suite 140, Dallas, Texas 75254 (the “Company”), and DAVID S. MONTOYA, an individual (the “Employee”).
OFOperating Agreement • November 4th, 2005 • WQN, Inc. • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 17th, 2007 • WQN, Inc. • Services-business services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is entered into as May 11, 2007, by and between WQN, INC., a Delaware corporation (“Buyer”), and CLEVERBYTE, INC., an association incorporated under the laws of the State of Queensland, Australia (“Seller”).
MANAGEMENT AGREEMENTManagement Agreement • August 26th, 2005 • WQN, Inc. • Services-business services, nec
THIS MANAGEMENT AGREEMENT (this “Agreement") is made this 25th day of August, 2005, by and among WQN Capital Advisors, LLC, a to be formed Delaware limited liability company having an address at 509 Madison Avenue, New York, New York (the “Management Company") and WQN, Inc., a Delaware corporation, having an address at 14911 Quorom Drive, Suite 140, Dallas, TX 75254 (the “Company").
ContractWarrant Agreement • August 9th, 2005 • WQN, Inc. • Services-business services, nec • Texas
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.
CONSULTING AGREEMENTConsulting Agreement • July 20th, 2006 • WQN, Inc. • Services-business services, nec • Texas
CONSULTING AGREEMENT (this “Agreement”) effective as of July 15, 2006, between WQN, Inc., a Delaware corporation (the “Company”), and John Williams, an individual (the “Consultant”).
AGREEMENTSStock Pledge Agreement • August 12th, 2004 • Worldquest Networks Inc • Services-business services, nec • Texas
AGREEMENT AND PLAN OF MERGER Dated as of March 16, 2004 between NTERA HOLDINGS, INC. and WORLDQUEST NETWORKS, INC.Merger Agreement • March 19th, 2004 • Worldquest Networks Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 16, 2004, between WorldQuest Networks, Inc., a Delaware corporation (“WorldQuest”), Ntera Holdings, Inc., a Delaware Corporation (“Ntera”), and Engin Yesil (the "Principal Shareholder”).
ASSET PURCHASE AGREEMENT by and among WQN, INC., VOIP, INC., and VOIP ACQUISITION COMPANY August 3, 2005Asset Purchase Agreement • August 9th, 2005 • WQN, Inc. • Services-business services, nec • Texas
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 3, 2005, is entered into by and among WQN, INC., a Delaware corporation (“Seller”), VOIP, INC., a Texas corporation (“Parent”), and VOIP ACQUISITION COMPANY, a Delaware corporation (“Buyer”).
Capital Commitment: $5,600,000 PARK AVE. ASSOC. LLC SECURITIES PURCHASE AGREEMENT Park Ave. Assoc. LLC 714 North Main St. Manahawkin, NJ 08050 Ladies and Gentlemen: The undersigned (the "Purchaser") hereby irrevocably subscribes for a 51% Interest in...Securities Purchase Agreement • November 4th, 2005 • WQN, Inc. • Services-business services, nec • Delaware
EXHIBIT 10.4 STOCK TRANSFER AGREEMENT THIS STOCK TRANSFER AGREEMENT ("Agreement") is entered into as of the 7th day of December 1998, by and between WORLDQUEST COMMUNICATIONS, Inc., a Delaware Corporation ("Purchaser" or "Communications"),...Stock Transfer Agreement • July 13th, 1999 • Worldquest Networks Inc • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2007 • WQN, Inc. • Services-business services, nec • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into this 11th day of May, 2007, by and between WQN, INC., a Delaware corporation (the “Employer”), and RUSSELL SPIESSER (“Employee”).
SECURITY AGREEMENTSecurity Agreement • August 9th, 2005 • WQN, Inc. • Services-business services, nec • Texas
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 3, 2005, by and between VOIP, INC. (the “Company”) and WQN, INC. (the “Secured Party”).
EXHIBIT 4.3.2 Option to Purchase 178,750 Shares of Common Stock REPRESENTATIVES' WARRANT ------------------------ Dated: February 4, 2000 THIS CERTIFIES THAT KAUFMAN BROS., L.P., (herein sometimes called the "Holder" or the "Representative") is...Option to Purchase Shares of Common Stock • March 30th, 2000 • Worldquest Networks Inc • Services-business services, nec • New York
