RECITALS -------- WHEREAS, BACC and Borrower entered into a Loan and Security Agreement dated as of February 19, 2003 (said agreement as amended, modified or extended from time to time the "Loan Agreement") which sets forth the terms and conditions of...Loan and Security Agreement • February 14th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
EXHIBIT 10(DD) FIRST AMENDMENT OF LEASE ------------------------ This First Amendment of Lease made this 30th day of June, 1999, by and between TOLLAND ENTERPRISES, a Connecticut general partnership, of 183 Prestige Park Road, East Hartford,...Lease • March 23rd, 2000 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
Right to Purchase up to the Maximum Exercisable Shares (as defined below) of Common Stock of One IP Voice, Inc. (subject to adjustment as provided herein)Common Stock Purchase Warrant • October 23rd, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • New York
RECITALSPurchase and Sale Agreement • March 20th, 1998 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
LIMITED LIABILITY COMPANY AGREEMENT of INFINET SYSTEMS LLCLimited Liability Company Agreement • March 26th, 2002 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
BACKGROUND ----------Stock Pledge Agreement • October 23rd, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • New York
WARRANT TO PURCHASE COMMON STOCK OF FARMSTEAD TELEPHONE GROUP, INC.Warrant Agreement • April 12th, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
WARRANT TO PURCHASE COMMON STOCK OF Farmstead Telephone GROUP, INC.Warrant Agreement • October 6th, 2004 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
FARMSTEAD TELEPHONE GROUP, INC. ------------------------------- ALFRED STEIN ------------ EMPLOYMENT AGREEMENT --------------------Employment Agreement • April 12th, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Connecticut
FIFTH ADDENDUM TO THAT CERTAIN EMPLOYMENT AGREEMENT BETWEEN FARMSTEAD TELEPHONE GROUP, INC. AND GEORGE J. TAYLOR, JR. DATED AS OF JANUARY 1, 1998, AS AMENDED BY THAT CERTAIN RESTATED FIRST ADDENDUM DATED AS OF AUGUST 1, 2001; AS FURTHER AMENDED BY...Employment Agreement • May 18th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
RECITALSEmployment Agreement • October 6th, 2004 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Connecticut
November 26, 1997 George J. Taylor, Jr. President FTG Venture Corporation 22 Prestige Park Circle East Hartford, CT 06108 Allan W. Anger, Jr. Farmstead Asset Management Services, LLC 11 Colonial Drive Lot 1, Block 460-C Centennial Corporate Park...Purchase and Sale Agreement • March 20th, 1998 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
September 7, 2006 One IP Voice, Inc. 22 Prestige Park Circle East Hartford, CT 06108 Attention: Jean-Marc Stiegemeier Dear Jean-Marc: This letter agreement ("Agreement") confirms the terms and conditions pursuant to which C.P. Baker Securities, Inc....Financial Advisory Agreement • November 20th, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • Massachusetts
BY AND BETWEEN FREMONT PRESTIGE PARK, LLC (LANDLORD) AND FARMSTEAD TELEPHONE GROUP, INC. (TENANT) INDEX TO LEASE --------------Lease Agreement • May 13th, 2004 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
As of December 1, 1997Revolving Loan Agreement • March 20th, 1998 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
Exhibit 10.3 October 11, 2006 Jean-Marc Stiegemeier Chairman and CEO One IP Voice, Inc. 22 Prestige Park Circle East Hartford, CT 06108 Re: Terms of New Employment Agreement Dear Jean: Per our discussions, we have agreed to the following terms of...Employment Agreement • November 20th, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone)
Per our discussions, we have agreed to the following terms of employment during the period of time needed to allow for a smooth transition to a new successor when appointed:
FOURTH ADDENDUM TO THAT CERTAIN EMPLOYMENT AGREEMENT BETWEEN FARMSTEAD TELEPHONE GROUP, INC. AND GEORGE J. TAYLOR, JR. DATED AS OF JANUARY 1, 1998, AS AMENDED BY THAT CERTAIN RESTATED FIRST ADDENDUM DATED AS OF AUGUST 1, 2001; AS FURTHER AMENDED BY...Employment Agreement • October 6th, 2004 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
THIRD ADDENDUM TO THAT CERTAIN EMPLOYMENT AGREEMENT BETWEEN FARMSTEAD TELEPHONE GROUP, INC. AND GEORGE J. TAYLOR, JR. DATED AS OF JANUARY 1, 1998, AS AMENDED BY THAT CERTAIN RESTATED FIRST ADDENDUM DATED AS OF AUGUST 1, 2001 AND AS FURTHER AMENDED BY...Employment Agreement • February 14th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
Exhibit 99.4 ONE IP VOICE, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date:...Master Security Agreement • October 23rd, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • New York
RECITALSEmployment Agreement • March 20th, 1998 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Connecticut
Date: June 6, 1997 TO: AT&T COMMERCIAL FINANCE CORPORATION ("AT&T"), which has its principal place of business in Morristown, New Jersey. The undersigned entity or person ("Dealer") agrees as follows: 1. Discretionary Financing. Dealer desires that...Wholesale Financing Agreement • August 13th, 1997 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
TOLLAND ENTERPRISES (LANDLORD) FARMSTEAD TELEPHONE GROUP, INC. (TENANT) INDEX TO LEASE -------------- ARTICLE CAPTION ------- ------- I Basic Lease Data, Exhibits and Riders II Premises and Term III Rent IV Real Estate and Other Taxes V Operating...Lease Agreement • November 13th, 1996 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
Exhibit 10(bb) BUSINESS FINANCING AGREEMENT (Floorplan, Accounts & Supplemental Inventory) This Business Financing Agreement ("Agreement") is made as of June 14, 1999, between Deutsche Financial Services Corporation ("DFS") and Farmstead Telephone...Business Financing Agreement • August 13th, 1999 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Massachusetts
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT This Placement Agency Agreement (this "Agreement") is made and entered into as of September 15, 2006 (the "Effective Date"), by and between One IP Voice, Inc., a Delaware corporation (the "Company"), and...Placement Agency Agreement • November 20th, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • Texas
ARTICLE ISecured Convertible Minimum Borrowing Note • August 16th, 2006 • Farmstead Telephone Group Inc • Communications services, nec
EXHIBIT 99.3 NEITHER THIS WARRANT NOR THE SHARES OBTAINABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS (COLLECTIVELY, THE "ACTS"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE...Warrant Agreement • February 14th, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Massachusetts
As of September 29, 1998 First Union National Bank 205 Church Street New Haven, CT 06510 Gentlemen: This letter sets forth our agreements with respect to the obligations described below of Farmstead Telephone Group, Inc. (the "Borrower") to First...Commercial Revolving Loan and Security Agreement • March 26th, 1999 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
Exhibit 99.1 SERIES A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT This Agreement (the "Agreement") is made as of the 17th day of February, 2006 by and among Farmstead Telephone Company, Inc., a Delaware corporation (the "Company"), and the...Series a Preferred Stock and Warrant Purchase Agreement • March 21st, 2006 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
EXHIBIT 10(v) LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of the 19th day of February, 2003 by and between BUSINESS ALLIANCE CAPITAL CORP., a Delaware corporation (BACC), with its chief executive office located at...Loan and Security Agreement • March 26th, 2003 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
WARRANT TO PURCHASE COMMON STOCK OF FARMSTEAD TELEPHONE GROUP, INC.Warrant Agreement • March 4th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
1.0 DEFINITIONS 2 2.0 DEALER APPOINTMENT 3 3.0 DEALER RESPONSIBILITIES 4 4.0 INSTALLATION, WARRANTY AND POST-WARRANTY SERVICES 7 5.0 DEALER ORDERS 8 6.0 DEALER CANCELLATION OF ORDERS 9 7.0 PRODUCT, PRODUCT COMPONENTS, AND SOFTWARE LICENSE CHANGES 9...Dealer Agreement • March 26th, 1999 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • Delaware
AGREEMENT ---------Reseller Master Terms and Conditions • February 14th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New Jersey
August 24, 1998 First Union National Bank 205 Church Street New Haven, CT 06510 Gentlemen: This letter sets forth our agreements with respect to the obligations described below of Farmstead Telephone Group, Inc. (the "Borrower") to First Union...Commercial Revolving Loan and Security Agreement • March 26th, 1999 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec
Exhibit 99.2 SECURED DEMAND NOTE -------------------Secured Demand Note • October 23rd, 2006 • One Ip Voice, Inc. • Telephone communications (no radiotelephone) • New York
Exhibit 99.5 MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENT This Minimum Borrowing Note Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2005, by and between Farmstead Telephone Group, Inc., a Delaware...Minimum Borrowing Note Registration Rights Agreement • April 5th, 2005 • Farmstead Telephone Group Inc • Wholesale-electronic parts & equipment, nec • New York
