Exhibit 10.4
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered
into as of May 31, 2005, by and between VoIP, Inc., a Texas corporation (the
"Company"), and YTMJ, LLC, a Delaware limited liability company (the
"Stockholder").
The Company and the Stockholder hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein
shall have the following meanings:
"Commission" means the Securities and Exchange Commission.
"Common Stock" means shares of the Company's common stock, par value
$0.001 per share.
"Effectiveness Period" means a period of at least 120 consecutive days.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any successor statute.
"Holder" or "Holders" means the Stockholder or any of its respective
affiliates or transferees to the extent any of them hold Registrable Securities.
"Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.
"Prospectus" means the prospectus included in the Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.
"Registrable Securities" means shares of Common Stock issued to the
Stockholder pursuant to that certain Exchange Agreement, of even date herewith,
by and among the Company, the Stockholder and certain subsidiaries of the
Company, at any time owned, either of record or beneficially, by any Holder and
any additional Common Stock issued as a dividend, distribution or exchange for,
or in respect of such shares and such Registrable Securities shall be in
addition to any shares of Common Stock owned by the Stockholder that are
entitled to registration rights (the "Other Shares") under that certain
Registration Rights Agreement, of even date herewith, by and among the Company,
the Stockholder and the former stockholders of Caerus, Inc. (the "Stockholders'
Registration Rights Agreement").
"Registration Statement" means each registration statement required to be
filed hereunder, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.
"Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.
"Securities Act" means the Securities Act of 1933, as amended, and any
successor statute.
"Trading Market" means any of the NASD OTC Bulletin Board, NASDAQ SmallCap
Market, the Nasdaq National Market, the American Stock Exchange or the New York
Stock Exchange.
2. Piggyback Registration. (a) If the Company proposes to file with the
Commission a Registration Statement for an offering for its Common Stock for its
own account or for the account of another (other than a registration on Form S-4
or S-8 (or any substitute form or rule, respectively, that may be adopted by the
Commission)), the Company shall give written notice of such proposed filing to
the Holders at the address set forth in the share register of the Company as
soon as reasonably practicable (but in no event less than 20 days before the
anticipated filing date), and such notice shall offer each Holder the
opportunity to register (in addition to the Other Shares) on the same terms and
conditions such number of shares of (up to fifty percent (50%) of the
Registrable Securities held by such Holder as of the closing date (the "Closing
Date") of the merger of Caerus, Inc. and a wholly-owned subsidiary of the
Company (a "Piggyback Registration"). Each Holder will have five business days
after receipt of any such notice to notify the Company as to whether it wishes
to participate in a Piggyback Registration; provided, that should a Holder fail
to provide timely notice to the Company, such Holder will forfeit any rights to
participate in the Piggyback Registration with respect to such proposed
offering. If the Company shall determine in its sole discretion not to register
or to delay the proposed offering, the Company may, at its election, provide
written notice of such determination to the Holders and (a) in the case of a
determination not to effect the proposed offering, shall thereupon be relieved
of the obligation to register such Registrable Securities in connection
therewith, and (b) in the case of a determination to delay a proposed offering,
shall thereupon be permitted to delay registering such Registrable Securities
for the same period as the delay in respect of the proposed offering. The
Company shall be entitled to select the underwriters in connection with any
Piggyback Registration. The Registration Statement shall be on Form SB-2 (except
if the Company is not then eligible to register for resale the Registrable
Securities on Form SB-2, in which case such registration shall be on another
appropriate form in accordance herewith). The Company shall cause the
Registration Statement to become effective and remain effective as provided
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herein. The Company shall use its reasonable commercial efforts to cause the
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof. The Holder may exercise its right
to participate in each of the first 2 Piggyback Registrations occurring on or
after the Closing Date (in addition to registrations under the Stockholders'
Registration Rights Agreement), each time for twenty five percent (25%) of the
total number of Registrable Securities owned by the Holder on the Closing Date
(in addition to the Other Shares) (or such lesser amount as the Holder elects in
its sole discretion). The Company represents that, based upon agreements with
its pending funding source, it will file a Registration Statement approximately
thirty (30) days after the date hereof, and that Holders will be allowed to
participate therein as a Piggyback Registration, and that their participation in
all Piggyback Registrations will be on terms and conditions at least as
favorable as those applicable to other securities participating in the
registration.
(b) Certain Demands. At any time after the breach of the covenants set
forth in (a) above, any Holder may make a written request of the Company for
registration with the SEC, under and in accordance with the provisions of the
Act, of all or any part of the Registrable Securities held by such Holder ("a
Demand Registration"). Within 10 days after receipt of the request for a Demand
Registration, the Company will send written notice (the "Notice") of such
registration request and its intention to comply therewith to each of the
Holders and the Company will include in such registration the Registrable
Securities of such Holder described in (a) above and the other Holders or their
transferee(s) or successor(s) with respect to which the Company has received
written request for inclusion therein within 20 business days after the
effectiveness of the Notice. No person or entity shall be entitled to include
securities for sale pursuant to a Demand Registration requested by a Holder
other than the Original Holders.
3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:
(a) prepare and file with the Commission the Registration Statement with
respect to such Registrable Securities, respond as promptly as possible to any
comments received from the Commission, and use its best efforts to cause the
Registration Statement to become and remain effective for the Effectiveness
Period with respect thereto, and promptly provide to the Holders copies of all
filings and Commission letters of comment relating thereto;
(b) prepare and file with the Commission such amendments and supplements
to the Registration Statement and the Prospectus used in connection therewith as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by the
Registration Statement and to keep such Registration Statement effective until
the expiration of the Effectiveness Period;
(c) furnish to the Holders such number of copies of the Registration
Statement and the Prospectus included therein (including each preliminary
Prospectus) as the Holders reasonably may request to facilitate the public sale
or disposition of the Registrable Securities covered by the Registration
Statement;
(d) use its commercially reasonable efforts to register or qualify the
Holders' Registrable Securities covered by the Registration Statement under the
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securities or "blue sky" laws of such jurisdictions within the United States as
the Holders may reasonably request, provided, however, that the Company shall
not for any such purpose be required to qualify generally to transact business
as a foreign corporation in any jurisdiction where it is not so qualified or to
consent to general service of process in any such jurisdiction;
(e) list the Registrable Securities covered by the Registration Statement
with any securities exchange on which the Common Stock of the Company is then
listed;
(f) immediately notify the Holders at any time when a Prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event of which the Company has knowledge as a result of which the
Prospectus contained in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing; and
(g) make available for inspection by the Holders and any attorney,
accountant or other agent retained by the Holders, all publicly available,
non-confidential financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors and
employees to supply all publicly available, non-confidential information
reasonably requested by the attorney, accountant or agent of the Holders.
4. Registration Expenses. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, reasonable fees of, and disbursements incurred
by, one counsel for the Holders, are called "Registration Expenses." All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called "Selling Expenses." The Company shall only be
responsible for all Registration Expenses.
5. Indemnification.
(a) In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Company will indemnify and hold
harmless the Holders, and its officers, directors and each other person, if any,
who controls the Holders within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which the Holders,
or such persons may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement under
which such Registrable Securities were registered under the Securities Act
pursuant to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Holders, and each such person for any
reasonable legal or other expenses incurred by them in connection with
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investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to a
Holder if and to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished
by or on behalf of such Holder or any such person in writing specifically for
use in any such document.
(b) In the event of a registration of the Registrable Securities under the
Securities Act pursuant to this Agreement, each Holder (severally and not
jointly) will indemnify and hold harmless the Company, and its officers,
directors and each other person, if any, who controls the Company within the
meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which the Company or such persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact which
was furnished in writing by such Holder to the Company expressly for use in (and
such information is contained in) the Registration Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement, any preliminary Prospectus or final Prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse the Company and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, provided, however, that a
Holder will be liable in any such case if and only to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished in writing to the Company by or on behalf
of such Holder specifically for use in any such document. Notwithstanding the
provisions of this paragraph, a Holder shall not be required to indemnify any
person or entity in excess of the amount of the aggregate net proceeds received
by such Holder in respect of Registrable Securities in connection with any such
registration under the Securities Act.
(c) Promptly after receipt by a party entitled to claim indemnification
hereunder (an "Indemnified Party") of notice of the commencement of any action,
such Indemnified Party shall, if a claim for indemnification in respect thereof
is to be made against a party hereto obligated to indemnify such Indemnified
Party (an "Indemnifying Party"), notify the Indemnifying Party in writing
thereof, but the omission so to notify the Indemnifying Party shall not relieve
it from any liability which it may have to such Indemnified Party other than
under this Section 5(c) and shall only relieve it from any liability which it
may have to such Indemnified Party under this Section 5(c) if and to the extent
the Indemnifying Party is materially prejudiced by such omission. In case any
such action shall be brought against any Indemnified Party and it shall notify
the Indemnifying Party of the commencement thereof, the Indemnifying Party shall
be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such Indemnified
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Party, and, after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the Indemnified Party shall pay all fees, costs and expenses of such counsel,
provided, however, that, if the defendants in any such action include both the
Indemnified Party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the Indemnifying
Party or if the interests of the Indemnified Party reasonably may be deemed to
conflict with the interests of the Indemnifying Party, the Indemnified Party
shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.
(d) In order to provide for just and equitable contribution in the event
of joint liability under the Securities Act in any case in which either (i) the
Holders, or any officer, director or controlling person of the Holders, makes a
claim for indemnification pursuant to this Section 5 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 5 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on the
part of the Holders or such officer, director or controlling person of the
Holders in circumstances for which indemnification is provided under this
Section 5; then, and in each such case, the Company and the Holders will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after contribution from others) in such proportion so that the
Holders is responsible only for the portion represented by the percentage that
the public offering price of its securities offered by the Registration
Statement bears to the public offering price of all securities offered by such
Registration Statement, provided, however, that, in any such case, (A) no Holder
will not be required to contribute any amount in excess of the public offering
price of all such securities offered by it pursuant to such Registration
Statement; and (B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.
6. Representations and Warranties.
(a) The Company files reports pursuant to Section 12(g) of the Exchange
Act and the Company has timely filed all reports, schedules, forms, statements
and other documents required to be filed by it under the Exchange Act. The
Company has filed (i) its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005 and (ii) its Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 2005 (collectively, the "SEC Reports"). Each SEC Report
was, at the time of its filing, in substantial compliance with the requirements
of its respective form and none of the SEC Reports, nor the financial statements
(and the notes thereto) included in the SEC Reports, as of their respective
filing dates, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC
Reports comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles
("GAAP") applied on a consistent basis during the periods involved (except (i)
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as may be otherwise indicated in such financial statements or the notes thereto
or (ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed) and fairly present in all material
respects the financial condition, the results of operations and the cash flows
of the Company and its subsidiaries, on a consolidated basis, as of, and for,
the periods presented in each such SEC Report.
(b) The Common Stock is listed for trading on the NASD Over the Counter
Bulletin Board and satisfies all requirements for the continuation of such
listing. The Company has not received any notice that its Common Stock will be
delisted from the NASD Over the Counter Bulletin Board or that the Common Stock
does not meet all requirements for the continuation of such listing.
7. Resale Restrictions.
(a) Leak-Out. Notwithstanding that the Registrable Securities will be
registered for resale, the Holder agrees that, during the first twelve (12)
months after the effective date of the first Piggyback Registration, the Holder
will sell no more than one-sixth of his or its Registrable Securities during
each such month, up to a maximum of one-fourth of the Holder's Registrable
Securities in any quarter. Registrable Securities not sold in any such month
shall accumulate and be salable at any time thereafter.
(b) Short Sales. The Holder agrees that, during the term of this
Agreement, it will not engage in short sales or other transactions intended to
hedge the price of its Registrable Securities to the extent such transactions
would be in violation of applicable law.
8. Miscellaneous.
(a) Remedies. The Company acknowledges that the Holders will be
irreparably harmed by any failure of the Company to comply with its obligations
hereunder. In the event of a breach by the Company or by a Holder, of any of
their respective obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted
by law and under this Agreement, including recovery of damages, will be entitled
to specific performance of its rights under this Agreement.
(b) Compliance. Each Holder covenants and agrees that it will comply with
the prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to the Registration
Statement.
(c) Discontinued Disposition. Each Holder agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from the Company of
the occurrence of a Discontinuation Event (as defined below), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
applicable Registration Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
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Company may provide appropriate stop orders to enforce the provisions of this
paragraph. For purposes of this Section 8(c), a "Discontinuation Event" shall
mean (i) when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement (the Company shall provide true and
complete copies thereof and all written responses thereto to each of the
Holders); (ii) any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and/or (v) the occurrence of any event or passage of time that makes
the financial statements included in such Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
(d) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the same shall be in writing and signed by the Company and the
Holders of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of certain Holders and that
does not directly or indirectly affect the rights of other Holders may be given
by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.
(e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
and shall inure to the benefit of each Holder. The Company may not assign its
rights or obligations hereunder without the prior written consent of each
Holder. Each Holder may assign its respective rights hereunder to any of its
transferees of the Registrable Securities.
(f) Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
(g) Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
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Delaware, without regard to the principles of conflicts of law thereof. Each
party agrees that all Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement shall be
commenced exclusively in the state and federal courts sitting in the City and
County of Orlando. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City and County of
Orlando for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such
Proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law.
(h) Cumulative Remedies. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.
(i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
(j) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(k) Rule 144. The Company agrees that at all time it will file in a timely
manner all reports required to be filed by it pursuant to the Securities Act and
the Exchange Act and will take such further action as any Holder of Registrable
Securities may reasonably request in order that such holder may effect sales of
shares of Common Stock pursuant to Rule 144 (including, without limitation,
providing appropriate instructions to the transfer agent and any required
opinions of counsel, at the Company's expense). At any time and upon request of
a Holder of Registrable Securities, the Company will furnish such holder of
Registrable Securities and others with such information as may be necessary to
enable the Holder of Registrable Securities to effect sales of Common Stock
pursuant to Rule 144 under the Act and will deliver to such Holder of
Registrable Securities a written statement as to whether the Company has
complied with such requirements.
(l) Adjustments. Wherever in this Agreement there is a reference to a
number of shares (e.g., "ten percent (10%) of the total number of Registrable
Securities owned by the Holder on the Closing Date"), then, upon occurrence of
any subdivision, combination, stock dividend or like event of such class or
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series, the number of shares so referenced shall automatically be proportionally
adjusted to reflect the effect on the outstanding shares of such class or series
of stock by such subdivision, combination, stock dividend or like event.
[Balance of page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.
VOIP, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
YTMJ, LLC:
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Manager
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