CEDAR REALLOCATION AND ASSIGNMENT AGREEMENT
Exhibit
10.4
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,
on January 30, 2007, an Assignment of an aggregate $1,917,580.85 principal
amount of Cedar Boulevard Lease Funding LLC Notes (“Cedar Notes”) to Lenders was
consummated (“Assignment”); 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 $1,917,580.85 principal
amounts of the Cedar Notes.
NOW
THEREFORE, in consideration of the mutual promises, covenants and extension
set
forth in this Agreement, it is agreed:
1. Effective
immediately, an aggregate $1,917,580.85 of principal amount of the Cedar Notes
acknowledged by the Company as outstanding, and owing to the Lenders will be
reallocated among the Lenders in the amounts set forth on Schedule A
hereto.
2. The
undersigned consent to the reallocation and assignment of an aggregate
$1,917,580.85 principal amount of the Cedar Notes comprised of funds received
from Lenders in connection with the Assignment of the Cedar Notes, 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 Cedar Notes
are
deemed held by the Lenders in the amounts set forth on Schedule A
hereto.
3. The
Company acknowledges that the Lenders are entitled to the benefits and
modification of the terms of the Cedar Notes. The Company acknowledges that
the
Conversion Price as defined in Section 2A.1.(b) of the Cedar Notes is reduced
to
$0.18 as same may be further reduced (but not increased) pursuant to the terms
of the Cedar Notes. The Company further acknowledges that the holding period
of
the Cedar Notes and Common Stock issuable upon conversion of the Cedar Notes
tacks to June 1, 2004 (the original issue date of the Secured Convertible Note
issued to Cedar). The Company further acknowledges the validity of the security
interest held by the Lenders. All rights included in this Agreement are in
addition to any rights presently held by the Lenders.
4. All
other
terms and conditions of the Cedar Notes shall remain in full force and
effect.
5. 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.
6. Each
of
the undersigned states that he has read the foregoing Cedar Reallocation and
Assignment Agreement and understands and agrees to it.
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(the “Company”)
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| By: | ||
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Xxxxxx
Xxxxxx
Chief
Accounting Officer
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| 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
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LENDERS
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CONSIDERATION
PAID TO CEDAR
|
PRINCIPAL
AMOUNT OF CEDAR NOTES
|
|
ALPHA
CAPITAL ANSTALT
Pradafant
7
9490
Furstentums
Vaduz,
Lichtenstein
Fax:
000-00-00000000
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$249,600.00
|
$299,142.61
|
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WHALEHAVEN
CAPITAL FUND LIMITED
0xx
Xxxxx, 00 Xxx-Xxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxx XX00
Fax:
(000) 000-0000
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$230,400.00
|
$276,131.64
|
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XXXXX
INTERNATIONAL LTD.
00xx
Xxxxxx Xxxxxxxxxxxx Xxxxxxx
Xxxxx
Tower, 16th
Floor, Panama
Republic
of Panama
Fax:
(000) 000-0000
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$224,000.00
|
$268,461.32
|
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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
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$288,000.00
|
$345,164.55
|
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CHESTNUT
RIDGE PARTNERS LP
00
Xxxx Xxxxxxxxx
Xxxxxxxxx
Xxxx, XX 00000
Fax:
(000) 000-0000
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$115,200.00
|
$138,065.82
|
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CENTURION
MICROCAP, L.P.
0000
Xxxxxx X
Xxxxxxxx,
XX 00000
Fax:
(000) 000-0000
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$192,000.00
|
$230,109.70
|
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PLATINUM
LONG TERM GROWTH II INC.
000
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxx Xxxxxxxxx
Fax:
(212)
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$96,000.00
|
$115,054.85
|
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DOUBLE
U MASTER FUND L.P.
P.
O. Xxx 000
Xxxxxxx
Xxxxx
Xxxxxxxx,
Xxxxxxx, BVI
Fax:
(000) 000-0000
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$115,200.00
|
$138.065.82
|
|
DKR
SOUNDSHORE OASIS HOLDING FUND LTD.
C/o
DKR Capital Partners, L.P.
0000
Xxxx Xxxx Xxxxxx
Xxxxxxxx,
XX 00000
Fax:
(000) 000-0000
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$44,800.00
|
$53,692.27
|
|
CMS
CAPITAL
0000
Xxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxx
Xxxx, XX 00000
Fax:
(000) 000-0000
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$44,800.00
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$53,692.27
|
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TOTALS
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$1,600,000.00
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$1,917,580.85
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3
