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
X.X. Xxx 000 XX
Xxxxxx House
South Church Street
Xxxxxx Town
Grand Cayman, Cayman Islands
Date: October 17, 2006
To Whom It May Concern:
ONE IP VOICE, INC. (formerly Farmstead Telephone Group, Inc.), a Delaware
corporation (the "Company") and OIPV CORP., a Delaware corporation and a
wholly-owned Subsidiary of the Company ("OIPV"), have made as of the date hereof
a Secured Demand Note in the initial principal face amount of $1,000,000 in
favor of LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus") (as
amended, modified or supplemented from time to time, the "Note"), pursuant to
which the Laurus provides or will provide certain financial accommodations to
the Company and OIPV. In order to induce Laurus to provide or continue to
provide the financial accommodations described in the Note, each Assignor (as
defined below) has agreed to assign and grant a security interest in the
collateral described herein to Laurus on the terms and conditions set forth
herein.
1. To secure the payment of all Obligations (as hereafter defined), the
Company, OIPV, and each other entity that is required to enter into this Master
Security Agreement (each an "Assignor" and, collectively, the "Assignors")
hereby assigns and grants to Laurus a continuing security interest in all of the
following property now owned or at any time hereafter acquired by such Assignor,
or in which such Assignor now has or at any time in the future may acquire any
right, title or interest (the "Collateral"): all cash, cash equivalents,
accounts, accounts receivable, deposit accounts (including, without limitation,
Lockbox Deposit Accounts), inventory, equipment, goods, fixtures, documents,
instruments (including, without limitation, promissory notes), contract rights,
commercial tort claims set forth on Exhibit B to this Master Security Agreement,
general intangibles (including, without limitation, payment intangibles and an
absolute right to license on terms no less favorable than those current in
effect among such Assignor's affiliates), chattel paper, supporting obligations,
investment property (including, without limitation, all partnership interests,
limited liability company membership interests and all other equity interests
owned by any Assignor), letter-of-credit rights, trademarks, trademark
applications, tradestyles, patents, patent applications, copyrights, copyright
applications and other intellectual property in which such Assignor now has or
hereafter may acquire any right, title or interest, all proceeds and products
thereof (including, without limitation, proceeds of insurance) and all
additions, accessions and substitutions thereto or therefor. Except as
otherwise defined herein, all capitalized terms used herein shall have the
meanings provided such terms in the Note. All items of Collateral which are
defined in the UCC shall have the meanings set forth in the UCC. For purposes
hereof, the term "UCC" means the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of New York; provided, that in the event
that, by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of, or remedies with respect to, Laurus' security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of New York, the term "UCC" shall
mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions of this Agreement relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to such
provisions; provided further, that to the extent that the UCC is used to define
any term herein and such term is defined differently in different Articles or
Divisions of the UCC, the definition of such term contained in Article or
Division 9 shall govern.
2. The term "Obligations" as used herein shall mean and include all debts,
liabilities and obligations owing by each Assignor to Laurus arising under, out
of, or in connection with: the obligations under the Note and each of the other
agreements, instruments, documents, mortgages, pledges, powers of attorney,
consents, assignments, contracts, notices, security agreements, trust agreements
and guarantees whether heretofore, concurrently, or hereafter executed by or on
behalf of any Assignor, any of their respective Subsidiaries or any other Person
or delivered to Laurus, relating to the Note or to the transactions contemplated
by the Note (as each may be amended, restated, modified and/or supplemented from
time to time, collectively, together with the Note, the "Documents"), and in
connection with any documents, instruments or agreements relating to or executed
in connection with the Documents or any documents, instruments or agreements
referred to therein or otherwise, and in connection with any other indebtedness,
obligations or liabilities of each such Assignor to Laurus, hereafter arising,
direct or indirect, liquidated or unliquidated, absolute or contingent, due or
not due and whether under, pursuant to or evidenced by a note, agreement,
guaranty, instrument or otherwise, including, without limitation, obligations
and liabilities of each Assignor for post-petition interest, fees, costs and
charges that accrue after the commencement of any case by or against such
Assignor under any bankruptcy, insolvency, reorganization or like proceeding
(collectively, the "Debtor Relief Laws") in each case, irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or of
any instrument evidencing any of the Obligations or of any collateral therefor
or of the existence or extent of such collateral, and irrespective of the
allowability, allowance or disallowance of any or all of the Obligations in any
case commenced by or against any Assignor under any Debtor Relief Law.
3. Each Assignor hereby jointly and severally represents, warrants and
covenants to Laurus that:
(a) it is a corporation, partnership or limited liability company,
as the case may be, validly existing, in good standing and formed under
the respective laws of its jurisdiction of formation set forth on Schedule
A, and each Assignor will provide Laurus thirty (30) days' prior written
notice of any change in any of its respective jurisdiction of formation;
2
(b) its legal name is as set forth in its Certificate of
Incorporation or other organizational document (as applicable) as amended
through the date hereof and as set forth on Schedule A, and it will
provide Laurus thirty (30) days' prior written notice of any change in its
legal name;
(c) its organizational identification number (if applicable) is as
set forth on Schedule A hereto, and it will provide Laurus thirty (30)
days' prior written notice of any change in its organizational
identification number;
(d) it is the lawful owner of its Collateral and it has the sole
right to grant a security interest therein and will defend the Collateral
against all claims and demands of all persons and entities;
(e) it will keep its Collateral free and clear of all attachments,
levies, taxes, liens, security interests and encumbrances of every kind
and nature ("Encumbrances"), except (i) Encumbrances securing the
Obligations and (ii) Encumbrances securing indebtedness of each such
Assignor not to exceed $25,000 in the aggregate for all such Assignors so
long as all such Encumbrances are removed or otherwise released to Laurus'
satisfaction within ten (10) days of the creation thereof;
(f) it will, at its and the other Assignors' joint and several cost
and expense keep the Collateral in good state of repair (ordinary wear and
tear excepted) and will not waste or destroy the same or any part thereof
other than ordinary course discarding of items no longer used or useful in
its or such other Assignors' business;
(g) it will not, without Laurus' prior written consent, sell,
exchange, lease or otherwise dispose of any Collateral, whether by sale,
lease or otherwise, except for the sale of inventory in the ordinary
course of business and for the disposition or transfer in the ordinary
course of business during any fiscal year of obsolete and worn-out
equipment or equipment no longer necessary for its ongoing needs, having
an aggregate fair market value of not more than $25,000 and only to the
extent that:
(i) the proceeds of each such disposition are used to acquire
replacement Collateral which is subject to Laurus' first priority
perfected security interest, or are used to repay the Obligations or
to pay general corporate expenses; or
(ii) following the occurrence of an Event of Default which
continues to exist the proceeds of which are remitted to Laurus to
be held as cash collateral for the Obligations;
(h) (i) it will insure or cause the Collateral to be insured in
Laurus' name (as an additional insured and lender loss payee) against loss
or damage by fire, theft, burglary, pilferage, loss in transit and such
other hazards as Laurus shall specify in amounts and under policies by
insurers acceptable to Laurus and all premiums thereon shall be paid by
such Assignor and the policies delivered to Laurus. If any such Assignor
fails to do so,
3
Laurus may procure such insurance and the cost thereof shall be promptly
reimbursed by the Assignors, jointly and severally, and shall constitute
Obligations;
(ii) it will expressly agree that if additional loss payees
and/or lender loss payees, other than Laurus, are named to the
Collateral, Laurus will always be assigned to first lien position
until all Laurus obligations have been met
(i) it will at all reasonable times allow Laurus or Laurus'
representatives free access to and the right of inspection of the
Collateral;
(j) such Assignor (jointly and severally with each other Assignor)
hereby indemnifies and saves Laurus harmless from all loss, costs, damage,
liability and/or expense, including reasonable attorneys' fees, that
Laurus may sustain or incur to enforce payment, performance or fulfillment
of any of the Obligations and/or in the enforcement of this Master
Security Agreement or in the prosecution or defense of any action or
proceeding either against Laurus or any Assignor concerning any matter
growing out of or in connection with this Master Security Agreement,
and/or any of the Obligations and/or any of the Collateral except to the
extent caused by Laurus' own gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and
nonappealable decision);
(k) all commercial tort claims (as defined in the Uniform Commercial
Code as in effect in the State of New York) held by any Assignor are set
forth on Schedule C to this Master Security Agreement; each Assignor
hereby agrees that it shall promptly, and in any event within five (5)
Business Days after the same is acquired by it, notify Laurus of any
commercial tort claim acquired by it and unless otherwise consented to in
writing by Laurus, it shall enter into a supplement to this Master
Security Agreement granting to Laurus a security interest in such
commercial tort claim, securing the Obligations; and
(l) On or prior to the date hereof (or such later date as may be
agreed by Laurus in writing), each Assignor will (x) irrevocably direct
all of its present and future Account Debtors (as defined below) and other
persons or entities obligated to make payments constituting Collateral to
make such payments directly to the lockboxes maintained by such Assignor
(the "Lockboxes") with Xxxxxxx Bank, National Association or such other
financial institution accepted by Laurus in writing as may be selected by
the Company (the "Lockbox Bank") (each such direction pursuant to this
clause (x), a "Direction Notice") and (y) provide Laurus with copies of
each Direction Notice, each of which shall be agreed to and acknowledged
by the respective Account Debtor. The Lockbox Bank shall agree to deposit
the proceeds of such payments immediately upon receipt thereof in that
certain deposit account maintained at the Lockbox Bank and evidenced by
the account name of One IP Voice, Inc. and OIPV Corp. and the account
number of 0000000, or such other deposit account accepted by Laurus in
writing (the "Lockbox Deposit Account"). On or prior to the date hereof,
each Assignor shall and shall cause the Lockbox Bank to enter into all
such documentation acceptable to Laurus pursuant to which, among other
things, the Lockbox Bank agrees to, following notification by Laurus
(which notification Laurus shall only give following the occurrence and
during the continuance of an Event of Default), comply only with the
4
instructions or other directions of Laurus concerning the Lockbox and the
Lockbox Deposit Account. All of each Assignor's invoices, account
statements and other written or oral communications directing,
instructing, demanding or requesting payment of any Account (as
hereinafter defined) of any such Assignor or any other amount constituting
Collateral shall conspicuously direct that all payments be made to the
Lockbox or such other address as Laurus may direct in writing. If,
notwithstanding the instructions to Account Debtors, any Assignor receives
any payments, such Assignor shall immediately remit such payments to the
Lockbox Deposit Account in their original form with all necessary
endorsements. Until so remitted, the Assignors shall hold all such
payments in trust for and as the property of Laurus and shall not
commingle such payments with any of its other funds or property. For the
purpose of this Master Security Agreement, (x) "Accounts" shall mean all
"accounts", as such term is defined in the UCC as in effect in the State
of New York on the date hereof, now owned or hereafter acquired by any
Assignor and (y) "Account Debtor" shall mean any person or entity who is
or may be obligated with respect to, or on account of, an Account.
4. The occurrence of any of the following events or conditions shall
constitute an "Event of Default" under this Master Security Agreement:
(a) any covenant or any other term or condition of this Master
Security Agreement is breached in any material respect and such breach, to
the extent subject to cure, shall continue without remedy for a period of
fifteen (15) days after the occurrence thereof;
(b) any representation or warranty, or statement made or furnished
to Laurus under this Master Security Agreement by any Assignor or on any
Assignor's behalf should prove to any time be false or misleading in any
material respect on the date as of which made or deemed made;
(c) the loss, theft, substantial damage, destruction, sale or
encumbrance to or of any of the Collateral or the making of any levy,
seizure or attachment thereof or thereon except to the extent:
(i) such loss is covered by insurance proceeds which are used
to replace the item or repay Laurus; or
(ii) said levy, seizure or attachment does not secure
indebtedness in excess of $100,000 in the aggregate for all
Assignors and such levy, seizure or attachment has been removed or
otherwise released within ten (10) days of the creation or the
assertion thereof;
(d) a failure by any Assignor to make payment of any of the
Obligations when required or an Event of Default under and as defined in
any Document, the Security Agreement, dated as of March 31, 2005 by and
among the Company and Laurus (as amended, modified or supplemented from
time to time, the "Security Agreement"), any Ancillary Agreement (as
defined in the Security Agreement) or any agreement or note related to any
Document, the Security Agreement or any Ancillary Agreement shall have
5
occurred and be continuing beyond the later of any applicable cure period
and the Forbearance Period as such term is defined in the Amendment and
Forbearance Agreement dated as of the date hereof among the parties
hereunder.
5. Upon the occurrence of any Event of Default and at any time thereafter,
Laurus may declare all Obligations immediately due and payable and Laurus shall
have the remedies of a secured party provided in the UCC as in effect in the
State of New York, this Agreement and other applicable law. Upon the occurrence
of any Event of Default and at any time thereafter, Laurus will have the right
to take possession of the Collateral and to maintain such possession on any
Assignor's premises or to remove the Collateral or any part thereof to such
other premises as Laurus may desire. Upon Laurus' request, each Assignor shall
assemble or cause the Collateral to be assembled and make it available to Laurus
at a place designated by Laurus. If any notification of intended disposition of
any Collateral is required by law, such notification, if mailed, shall be deemed
properly and reasonably given if mailed at least ten (10) days before such
disposition, postage prepaid, addressed to the applicable Assignor either at
such Assignor's address shown herein or at any address appearing on Laurus'
records for such Assignor. Any proceeds of any disposition of any of the
Collateral shall be applied by Laurus to the payment of all expenses in
connection with the sale of the Collateral, including reasonable attorneys' fees
and other legal expenses and disbursements and the reasonable expenses of
retaking, holding, preparing for sale, selling, and the like, and any balance of
such proceeds may be applied by Laurus toward the payment of the Obligations in
such order of application as Laurus may elect, and each Assignor shall be liable
for any deficiency. For the avoidance of doubt, following the occurrence and
during the continuance of an Event of Default, Laurus shall have the immediate
right to withdraw any and all monies contained in any deposit account in the
name of any Assignor and controlled by Laurus and apply same to the repayment of
the Obligations (in such order of application as Laurus may elect). The parties
hereto each hereby agree that the exercise by any party hereto of any right
granted to it or the exercise by any party hereto of any remedy available to it
(including, without limitation, the issuance of a notice of redemption, a
borrowing request and/or a notice of default), in each case, hereunder, or under
any other Document shall not constitute confidential information and no party
shall have any duty to the other party to maintain such information as
confidential.
6. If any Assignor defaults in the performance or fulfillment of any of
the terms, conditions, promises, covenants, provisions or warranties on such
Assignor's part to be performed or fulfilled under or pursuant to this Master
Security Agreement, Laurus may, at its option without waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any time thereafter and without notice to any Assignor, perform or fulfill the
same or cause the performance or fulfillment of the same for each Assignor's
joint and several account and at each Assignor's joint and several cost and
expense, and the cost and expense thereof (including reasonable attorneys' fees)
shall be added to the Obligations and shall be payable on demand with interest
thereon at the highest rate permitted by law, or, at Laurus' option, debited by
Laurus from any other deposit accounts in the name of any Assignor and
controlled by Laurus.
7. Each Assignor hereby appoints Laurus, or any other Person whom Laurus
may designate as such Assignor's attorney, with power to: (i) execute any
security related documentation on such Assignor's behalf and to supply any
omitted information and correct
6
patent errors in any documents executed by such Assignor or on such Assignor's
behalf; (ii) to file financing statements against such Assignor covering the
Collateral (and, in connection with the filing of any such financing statements,
describe the Collateral as "all assets and all personal property, whether now
owned and/or hereafter acquired" (or any substantially similar variation
thereof)); (iii) sign such Assignor's name on any invoice or xxxx of lading
relating to any accounts receivable, drafts against account debtors, schedules
and assignments of accounts receivable, notices of assignment, financing
statements and other public records, verifications of accounts receivable and
notices to or from account debtors; (iv) to do all other things Laurus deems
necessary to carry out the terms of Section 1 of this Master Security Agreement;
(v) endorse such Assignor's name on any checks, notes, acceptances, money
orders, drafts or other forms of payment or security that may come into Laurus'
possession; (vi) sign such Assignor's name on any invoice or xxxx of lading
relating to any accounts receivable, drafts against account debtors, schedules
and assignments of accounts receivable, notices of assignment, financing
statements and other public records, verifications of accounts receivable and
notices to or from account debtors; (vii) verify the validity, amount or any
other matter relating to any accounts receivable by mail, telephone, telegraph
or otherwise with account debtors; (viii) do all other things necessary to carry
out this Agreement, any other Document and all other related documents; and (ix)
notify the post office authorities to change the address for delivery of such
Assignor's mail to an address designated by Laurus, and to receive, open and
dispose of all mail addressed to such Assignor. Each Assignor hereby ratifies
and approves all acts of the attorney and neither Laurus nor the attorney will
be liable for any acts of commission or omission, nor for any error of judgment
or mistake of fact or law other than gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision). This power being coupled with an interest, is irrevocable so long as
any Obligations remains unpaid.
8. No delay or failure on Laurus' part in exercising any right, privilege
or option hereunder shall operate as a waiver of such or of any other right,
privilege, remedy or option, and no waiver whatever shall be valid unless in
writing, signed by Laurus and then only to the extent therein set forth, and no
waiver by Laurus of any default shall operate as a waiver of any other default
or of the same default on a future occasion. Laurus' books and records
containing entries with respect to the Obligations shall be admissible in
evidence in any action or proceeding, shall be binding upon each Assignor for
the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof. Laurus shall have the right to enforce any one or
more of the remedies available to Laurus, successively, alternately or
concurrently. Each Assignor agrees to join with Laurus in executing such
documents or other instruments to the extent required by the UCC in form
satisfactory to Laurus and in executing such other documents or instruments as
may be required or deemed necessary by Laurus for purposes of affecting or
continuing Laurus' security interest in the Collateral.
9. The Assignors shall jointly and severally pay all of Laurus'
out-of-pocket costs and expenses, including reasonable fees and disbursements of
in-house or outside counsel and appraisers, in connection with the preparation,
execution and delivery of the Documents, and in connection with the prosecution
or defense of any action, contest, dispute, suit or proceeding concerning any
matter in any way arising out of, related to or connected with any Document. The
Assignors shall also jointly and severally pay all of Laurus' reasonable fees,
charges, out-of-pocket costs and expenses, including fees and disbursements of
counsel and appraisers, in connection with (a) the preparation, execution and
delivery of any waiver, any amendment
7
thereto or consent proposed or executed in connection with the transactions
contemplated by the Documents, (b) Laurus' obtaining performance of the
Obligations under the Documents, including, but not limited to the enforcement
or defense of Laurus' security interests, assignments of rights and liens
hereunder as valid perfected security interests, (c) any attempt to inspect,
verify, protect, collect, sell, liquidate or otherwise dispose of any
Collateral, (d) any appraisals or re-appraisals of any property (real or
personal) pledged to Laurus by any Assignor as Collateral for, or any other
Person as security for, the Obligations hereunder and (e) any consultations in
connection with any of the foregoing. The Assignors shall also jointly and
severally pay Laurus' customary bank charges for all bank services (including
wire transfers) performed or caused to be performed by Laurus for any Assignor
at any Assignor's request or in connection with any Assignor's loan account (if
any) with Laurus. All such costs and expenses together with all filing,
recording and search fees, taxes and interest payable by the Assignors to Laurus
shall be payable on demand and shall be secured by the Collateral. If any tax by
any nation or government, any state or other political subdivision thereof, and
any agency, department or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
(each, a "Governmental Authority") is or may be imposed on or as a result of any
transaction between any Assignor, on the one hand, and Laurus on the other hand,
which Laurus is or may be required to withhold or pay (including, without
limitation, as a result of a breach by any Assignor of Section 6.16 of the
Securities Purchase Agreement), the Assignors hereby jointly and severally
indemnify and hold Laurus harmless in respect of such taxes, and the Assignors
will repay to Laurus the amount of any such taxes which shall be charged to the
Assignors' account; and until the Assignors shall furnish Laurus with indemnity
therefor (or supply Laurus with evidence satisfactory to it that due provision
for the payment thereof has been made), Laurus may hold without interest any
balance standing to each Assignor's credit (if any) and Laurus shall retain its
liens in any and all Collateral.
10. THIS MASTER SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS. All of the rights, remedies, options, privileges and
elections given to Laurus hereunder shall inure to the benefit of Laurus'
successors and assigns. The term "Laurus" as herein used shall include Laurus,
any parent of Laurus', any of Laurus' subsidiaries and any co-subsidiaries of
Laurus' parent, whether now existing or hereafter created or acquired, and all
of the terms, conditions, promises, covenants, provisions and warranties of this
Agreement shall inure to the benefit of each of the foregoing, and shall bind
the representatives, successors and assigns of each Assignor.
11. Each Assignor hereby consents and agrees that the state of federal
courts located in the County of New York, State of New York shall have exclusive
jurisdiction to hear and determine any claims or disputes between Assignor, on
the one hand, and Laurus, on the other hand, pertaining to this Master Security
Agreement or to any matter arising out of or related to this Master Security
Agreement, provided, that Laurus and each Assignor acknowledges that any appeals
from those courts may have to be heard by a court located outside of the County
of New York, State of New York, and further provided, that nothing in this
Master Security Agreement shall be deemed or operate to preclude Laurus from
bringing suit or taking other legal action in any other jurisdiction to collect,
the Obligations, to realize on the Collateral or any other security for the
Obligations, or to enforce a judgment or other court order in favor of Laurus.
Each
8
Assignor expressly submits and consents in advance to such jurisdiction in any
action or suit commenced in any such court, and each Assignor hereby waives any
objection which it may have based upon lack of personal jurisdiction, improper
venue or forum non conveniens. Each Assignor hereby waives personal service of
the summons, complaint and other process issues in any such action or suit and
agrees that service of such summons, complaint and other process may be made by
registered or certified mail addressed to such assignor at the address set forth
on the signature lines hereto and that service so made shall be deemed completed
upon the earlier of such Assignor's actual receipt thereof or three (3) days
after deposit in the U.S. mails, proper postage prepaid.
The parties desire that their disputes be resolved by a judge applying
such applicable laws. Therefore, to achieve the best combination of the benefits
of the judicial system and of arbitration, the parties hereto waive all rights
to trial by jury in any action, suite, or proceeding brought to resolve any
dispute, whether arising in contract, tort, or otherwise between Laurus, and/or
any Assignor arising out of, connected with, related or incidental to the
relationship established between them in connection with this Master Security
Agreement or the transactions related hereto.
12. It is understood and agreed that any person or entity that desires to
become an Assignor hereunder, or is required to execute a counterpart of this
Master Security Agreement after the date hereof pursuant to the requirements of
any Document, shall become an Assignor hereunder by (x) executing a Joinder
Agreement in form and substance satisfactory to Laurus, (y) delivering
supplements to such exhibits and annexes to such Documents as Laurus shall
reasonably request and (z) taking all actions as specified in this Master
Security Agreement as would have been taken by such Assignor had it been an
original party to this Master Security Agreement, in each case with all
documents required above to be delivered to Laurus and with all documents and
actions required above to be taken to the reasonable satisfaction of Laurus.
13. All notices from Laurus to any Assignor shall be sufficiently given if
mailed or delivered to such Assignor's address set forth below.
14. This Agreement may be executed in any number of counterparts, but all
of such counterparts shall together constitute but one and the same agreement.
Any signature delivered by facsimile transmission or PDF file shall be deemed to
be an original signature hereto.
Very truly yours,
ONE IPVOICE, INC.
By: /s/ Xxxx-Xxxx Xxxxxxxxxxx
-------------------------
Name: Xxxx-Xxxx Xxxxxxxxxxx
Title: C.E.O.
Address:
OIPV CORP.
9
By: /s/ Xxxx-Xxxx Xxxxxxxxxxx
-------------------------
Name: Xxxx-Xxxx Xxxxxxxxxxx
Title: President
Address:
ACKNOWLEDGED:
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
--------------
Name: Xxxxx Grin
Title Director
10
SCHEDULE A
-------------------------------------------------------------------------------
Entity Jurisdiction of Organization Identification
Formation Number
-------------------------------------------------------------------------------
One IP Voice, Inc. Delaware 2103855
-------------------------------------------------------------------------------
OIPV Corp. Delaware 3967480
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SCHEDULE B
COMMERCIAL TORT CLAIMS
----------------------
None.
-----
12
