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”.
ContractPre-Bridge Loan Agreement • February 27th, 2008 • Iptimize, Inc. • Communications services, nec
Pre-Bridge Loan Agreement (the “Pre-Bridge Agreement”) is entered into as of March 4, 2007 between Ron Pitcock, residing at 7654 Spirit Ranch Road, Golden, Colorado (the “Lender”) and IPtimize, Inc., a Minnesota corporation located at 2135 S. Cherry Street, Suite 200, Denver, Colorado 80222 (the “Borrower”). The Lender and the Borrower are sometimes individually referred to as a “Party” and collectively as the “Parties”.
FOUNDER’S EMPLOYMENT AGREEMENTFounder’s Employment 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. 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.
IPTIMIZE, INC. Private Placement of Common Stock (2003 Offering) SUBSCRIPTION AGREEMENT AND CONFIDENTIAL INVESTOR QUESTIONNAIRESubscription Agreement • October 18th, 2006 • Iptimize, Inc. • 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”).
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
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 AgreementIndependent Contractor 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:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 30th, 2009 • Iptimize, Inc. • Communications services, nec • Colorado
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made this 15th day of June, 2009, by and among IPtimize, Inc., a Delaware corporation (“Buyer”) and National Telecom & Broadband Services, LLC, a Florida corporation (the “Seller” or the “Company”), each a “party” and collectively the “parties”.
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”.
ContractCommon Stock Purchase Warrant • October 18th, 2006 • Iptimize, Inc. • 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. 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 MERGERMerger Agreement • 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”).
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”.
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”.
ContractSettlement Agreement • November 12th, 2008 • Iptimize, Inc. • Communications services, nec • Colorado
Settlement Agreement (the “Settlement Agreement”) made this 7th day of November 2008 by and 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 1720 South Bellaire Street, Suite 120, Denver 80222 (the “Company”). FCBD and the Company 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.
IPTIMIZE, INC. 10% NON-NEGOTIABLE PRE BRIDGE CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • September 26th, 2007 • Iptimize, Inc. • 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
ContractWarrant Agreement • September 26th, 2007 • Iptimize, Inc. • 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.
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”.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 18th, 2006 • Iptimize, Inc. • Colorado
This AGREEMENT AND PLAN OF MERGER dated as of 20 September 2005 (the “Agreement”), between IPtimize, Inc., a Colorado corporation (“IPtimize”), Simmetech, Inc. , a Minnesota corporation (“JGRT” and doing business as “Jaguar Resorts”) and Iptimize Operations, Inc., a wholly-owned Subsidiary of JGRT (“Subsidiary”). IPtimize, JGRT and Subsidiary may also be referred to herein as the “Constituent Corporations” or the “Parties.”
Re: Independent Contractor AgreementIndependent Contractor 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:
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement 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.”
ContractTermination and Settlement Agreement • November 12th, 2008 • Iptimize, Inc. • Communications services, nec
Termination and Settlement Agreement (the “Settlement Agreement”) made this 24th day of April 2008, (the “Agreement”) by and 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 (the “Company”). FCBD and the Company are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
Master Services AgreementMaster Services Agreement • March 31st, 2008 • Iptimize, Inc. • Communications services, nec • Colorado
This Master Service Agreement (“Agreement”) is made this 1 day of February 2008 between IPtimize, Inc and ALLEN’S TV CABLE SERVICE, INC. (“Customer”). This Agreement provides the general terms and conditions applicable to Customer’s purchase of communications services (“Service”) from IPtimize, Inc.
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”.
TOSHIBA AMERICA INFORMATION SYSTEMS, INC. DIGITAL SOLUTIONS DEALER AGREEMENTDigital Solutions Dealer Agreement • October 18th, 2006 • Iptimize, Inc. • California
An AGREEMENT made as of _________________________________________________ by and between the Digital Solutions Division of Toshiba America Information Systems, Inc., (hereinafter "TAIS"), a California Corporation, and
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 LLPTermination of Agreement and Plan of Merger • June 27th, 2008 • Iptimize, Inc. • Communications services, nec
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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.”
FOUNDER’S EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2006 • Iptimize, Inc. • 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 John R Evans, an individual (“Founder”).
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”.
