REALLOCATION AND ASSIGNMENT AGREEMENT
Exhibit
10.5
AGREEMENT
made as of February 16, 2007 among VoIP, Inc., a Texas corporation (the
“Company”), and the parties identified on Schedule A hereto
(“Lenders”).
WHEREAS,
commencing November 27, 2006 through January 18, 2007, several Bridge Loans
were
made by the Lenders to the Company in an aggregate amount of $866,667 (“Bridge
Loans” or “Bridge Notes”); and
WHEREAS,
in contemplation of the completion of a new financing transaction among the
Company and Lenders for an aggregate of $3,462,719 of principal amount of
promissory notes of the Company in exchange for cash and surrender of certain
outstanding promissory notes, it is agreed that it is in the best interests
of
the parties to reallocate and assign among the Lenders $866,667 principal
amounts of the Bridge Loans.
NOW
THEREFORE, in consideration of the mutual promises and covenants set forth
in
this Agreement, it is agreed:
1. Effective
immediately, an aggregate $866,667 principal amount of the Bridge Loans will
be
reallocated and assigned in the amounts and to the Lenders as more fully
described on Schedule A hereto.
2. The
undersigned consent to the reallocation and assignment of an aggregate $866,667
principal amount of the Bridge Loan comprised of funds received from Lenders
in
connection with the Bridge Loans, together with a portion of the cash to be
received in connection with the new financing transaction, so that after such
reallocation and assignment, the Bridge Notes are deemed held by the Lenders
in
the amounts set forth on Schedule A hereto.
3. All
other
terms and conditions of the Bridge Loans shall remain in full force and
effect.
4. This
Agreement may be executed in any number of counterparts and by different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but
one
and the same instrument. This Agreement may be executed by facsimile
transmission and delivered by facsimile transmission.
5.
Each
of
the undersigned states that he has read the foregoing Reallocation and
Assignment Agreement and understands and agrees to it.
| VOIP INC. | ||
| |
|
|
| By: | ||
|
Xxxxxx
Xxxxxx
Chief
Accounting Officer
|
||
| ALPHA CAPITAL ANSTALT | XXXXX INTERNATIONAL LTD. | |
| WHALEHAVEN CAPITAL FUND LIMITED | BRISTOL INVESTMENT FUND LTD. | |
| CHESTNUT RIDGE PARTNERS LP | CENTURION MICROCAP, L.P. | |
| PLATINUM LONG TERM GROWTH II INC. | DOUBLE U MASTER FUND L.P. | |
|
DKR
SOUNDSHORE
OASIS HOLDING FUND
LTD.
|
CMS CAPITAL |
2
SCHEDULE
A
|
LENDERS
|
AGGREGATE
BRIDGE LOAN TO BE REALLOCATED AND ASSIGNED
|
|
ALPHA
CAPITAL ANSTALT
Pradafant
7
9490
Furstentums
Vaduz,
Lichtenstein
Fax:
000-00-00000000
|
$135,200.00
|
|
WHALEHAVEN
CAPITAL FUND LIMITED
0xx
Xxxxx, 00 Xxx-Xxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxx XX00
Fax:
(000) 000-0000
|
$124,800.00
|
|
XXXXX
INTERNATIONAL LTD.
53rd
Street Urbanizacion Obarrio
Swiss
Tower, 16th
Floor, Panama
Republic
of Panama
Fax:
(000) 000-0000
|
$121,333.00
|
|
BRISTOL
INVESTMENT FUND, LTD.
c/o
Caledonian Fund Services Limited
69
Xx. Xxx’x Drive
Xxxxxx
Town, Grand Cayman
Cayman
Islands
Fax:
(000) 000-0000
|
$156,000.00
|
|
CHESTNUT
RIDGE PARTNERS LP
00
Xxxx Xxxxxxxxx
Xxxxxxxxx
Xxxx, XX 00000
Fax:
(000) 000-0000
|
$62,400.00
|
|
CENTURION
MICROCAP, L.P.
0000
Xxxxxx X
Xxxxxxxx,
XX 00000
Fax:
(000) 000-0000
|
$104,000.00
|
|
PLATINUM
LONG TERM GROWTH II INC.
000
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxx Xxxxxxxxx
Fax:
(212)
|
$52,000.00
|
|
DOUBLE
U MASTER FUND L.P.
P.
O. Xxx 000
Xxxxxxx
Xxxxx
Xxxxxxxx,
Xxxxxxx, BVI
Fax:
(000) 000-0000
|
$62,400.00
|
|
DKR
SOUNDSHORE OASIS HOLDING FUND LTD.
C/o
DKR Capital Partners, L.P.
0000
Xxxx Xxxx Xxxxxx
Xxxxxxxx,
XX 00000
Fax:
(000) 000-0000
|
$24,267.00
|
|
CMS
CAPITAL
0000
Xxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxx
Xxxx, XX 00000
Fax:
(000) 000-0000
|
$24,267.00
|
|
TOTALS
|
$866,667.00
|
3
