Exhibit 2
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE NOTE
FOR VALUE RECEIVED, VOIP, INC., a Texas corporation (hereinafter
called "Borrower"), hereby promises to pay to WQN, Inc., 00000 Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Holder") or its registered assigns or
successors in interest or order, without demand, the sum of Three Million Seven
Hundred Thousand Dollars ($3,700,000) (the "Principal Amount"), with simple and
unpaid interest, beginning from and after the date that is 90 days after the
date of this Note, at a rate of 6% thereon, on October 5, 2006 (the "Maturity
Date"), if not sooner paid.
This Note has been entered into pursuant to the terms of an asset
purchase agreement, dated of even date herewith (the "Asset Purchase
Agreement"), between the Borrower and the Holder and shall be governed by the
terms of such Asset Purchase Agreement. Unless otherwise separately defined
herein, all capitalized terms used in this Note shall have the same meaning as
is set forth in the Asset Purchase Agreement. The following terms shall apply
to this Note:
ARTICLE I
Interest; Amortization
1.1 Minimum Monthly Principal Payments. Amortizing payments of the
outstanding Principal Xxxxxx and interest on this Note shall commence on the
one hundred twentieth (120th) day after the date of this Note and on the same
day of each month thereafter (each a "Repayment Date") until the Principal
Amount has been repaid in full, whether by the payment of cash or by the
conversion of such principal and accrued interest into (a) shares of Series A
Preferred Stock, par value $0.001 per share (the "Preferred Stock"), if the
Borrower has filed a Certificate of Designation establishing a series of
Preferred Stock, or (b) shares of common stock, par value $0.001 per share (the
"Common Stock"), if the Borrower has not filed a Certificate of Designation
establishing a series of Preferred Stock, in each case pursuant to the terms
hereof. Subject to Article II below, on each Repayment Date, the Borrower shall
make payments to the Holder in the amount of 8.33% of the initial Principal
Amount, together with interest accrued on such portion of the initial Principal
Amount and any other amounts which are then owing under this Note that have not
been paid (collectively, the "Monthly Amount"). Payments made by the Holder or
Borrower pursuant to Article II shall be applied first against accrued interest
on the Principal Amount and then to Principal Amounts of not yet due Monthly
Amounts, commencing with the Monthly Amount next payable and then Monthly
Amounts thereafter in chronological order. Any Principal Amount, interest and
any other sum arising under the Asset Purchase Agreement and any agreements
entered into in connection therewith (the "Transaction Documents") that remains
outstanding on the Maturity Date shall be due and payable on the Maturity Date.
1.2 Default Interest Rate. Following the occurrence and during the
pendency of an Event of Default (as defined in Article IV), which, if
susceptible to cure is not cured within twenty (20) days, otherwise then from
the first date of such occurrence, the annual interest rate on this Note shall
(subject to Section 6.7) automatically be twelve percent (12%), and all
outstanding obligations under this Note shall accrue interest from the date of
such Event of Default at such interest rate applicable to such obligations
until such Event of Default is cured or waived.
ARTICLE II
Conversion Rights
2.1 Holder's Optional Conversion Rights. The Holder shall have the
right, but not the obligation, to convert all or any portion of the then
aggregate outstanding Principal Amount of this Note, together with interest and
fees due hereon, and any sum arising under the Transaction Documents, (a) into
shares of Preferred Stock if the Borrower has filed a Certificate of
Designation establishing a series of Preferred Stock, or (b) into shares of
Common Stock, if the Borrower has not filed a Certificate of Designation
establishing a series of Preferred Stock (in each case, the "Conversion
Shares"), subject to the terms and conditions set forth in this Article II. If
this Note is converted into shares of Preferred Stock, the number of shares of
Preferred Stock into which this Note shall be converted shall be equal to (i)
the sum of (x) the principal amount due under this Note, and (y) the amount of
accrued but unpaid interest thereon, (ii) divided by ten (10) (the number
derived by dividing the amount in clause (i) by the amount in clause (ii) being
referred to as the "Conversion Amount"). If this Note is converted into Common
Stock, the number of shares of Common Stock into which this Note shall be
converted shall be equal to the product of (A) the Conversion Amount, and (B)
9.43, subject to adjustment pursuant to Section 7.14 of the Asset Purchase
Agreement (in each case, the number derived pursuant to clauses (i) and (ii) or
(A) and (B), is referred to as the "Fixed Conversion Price") as the same may be
adjusted pursuant to this Note. The Holder may exercise such right by delivery
to the Borrower of a written Notice of Conversion pursuant to Section 2.3.
2.2 Automatic Conversion. This Note shall be automatically converted,
without any further action on the part of Holder, at such time as Borrower
shall have filed the Articles of Amendment to the Articles of Incorporation
attached as Exhibit A hereto, and the Certificate of Designation establishing
the Series A Convertible Preferred Stock attached as Exhibit B hereto, with the
Secretary of State of the State of Texas, having the relative rights and
preferences as set forth therein.
2.3 Mechanics of Xxxxxx's Conversion. In the event that the Holder
elects to convert any amounts outstanding under this Note into Conversion
Shares, the Holder shall give notice of such election by delivering an executed
and completed notice of conversion (a "Notice of Conversion") to the Borrower,
which Notice of Conversion shall provide a breakdown in reasonable detail of
the Principal Amount, accrued interest and amounts being converted. The
original Note is not required to be surrendered to the Borrower until all sums
due under the Note have been paid. On each Conversion Date and in accordance
with its Notice of Conversion, the Holder shall make the appropriate reduction
to the Principal Amount, accrued interest and fees as entered in its records.
Each date on which a Notice of Conversion is delivered or telecopied to the
Borrower in accordance with the provisions hereof shall be deemed a "Conversion
Date." A form of Notice of Conversion to be employed by the Holder is annexed
hereto as Exhibit C. Upon delivery of a Notice of Conversion in proper form,
the Principal Amount and interest covered by such Notice of Conversion shall be
deemed to be converted for all purposes, without further action required on the
part of the Holder or Borrower.
2.4 Conversion Price Adjustments. The Fixed Conversion Price and
number and kind of shares or other securities to be issued upon conversion
shall be subject to adjustment from time to time upon the happening of certain
events while this conversion right remains outstanding (the Fixed Conversion
Price, as adjusted as provided herein being referred to as the "Conversion
Price"), as follows:
(a) Merger, Sale of Assets, etc. If Borrower at any time shall
consolidate with or merge into or sell or convey all or substantially
all its assets to any other corporation, this Note, as to the unpaid
principal portion thereof and accrued interest thereon, shall
thereafter be deemed to evidence the right to purchase such number and
kind of shares or other securities and property as would have been
issuable or distributable on account of such consolidation, merger,
sale or conveyance, upon or with respect to the securities subject to
the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision
shall similarly apply to successive transactions of a similar nature
by any such successor or purchaser. Without limiting the generality of
the foregoing, the anti-dilution provisions of this Section 2.4 shall
apply to such securities of such successor or purchaser after any such
consolidation, merger, sale or conveyance.
(b) Reclassification, etc. If Borrower at any time shall, by
reclassification or otherwise, change the Preferred Stock into the
same or a different number of securities of any class or classes, this
Note, as to the unpaid principal portion thereof and accrued interest
thereon, shall thereafter be deemed to evidence the right to purchase
an adjusted number of such securities and kind of securities as would
have been issuable as the result of such change with respect to the
Preferred Stock immediately prior to such reclassification or other
change.
(c) Stock Splits, Combinations and Dividends. If the shares of
Preferred Stock are subdivided or combined into a greater or smaller
number of shares of Preferred Stock, or if a dividend is paid on the
Preferred Stock in shares of Preferred Stock, the Conversion Price
shall be proportionately reduced in case of subdivision of shares or
stock dividend or proportionately increased in the case of combination
of shares, in each such case by the ratio which the total number of
shares of Preferred Stock outstanding immediately after such event
bears to the total number of shares of Preferred Stock outstanding
immediately prior to such event.
2.5 Adjustments to Conversion Price for Diluting Issues.
(a) Special Definitions. For purposes of this Section 2.5, the
following definitions shall apply:
(i) "Option" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire Common Stock or
Convertible Securities (as defined below), excluding rights or
options granted to employees, directors or consultants of the
Company pursuant to an option plan adopted by the Board of
Directors of Borrower to acquire up to that number of shares of
Common Stock as is equal to fifteen (15%) percent of the Common
Stock outstanding (provided that, for purposes of this
Subsection 2.5(a)(i), all shares of Common Stock issuable upon
(A) exercise of options granted or available for grant under
plans approved by the Board of Directors, (B) conversion of
shares of Preferred Stock, or (C) conversion of Preferred Stock
issuable upon conversion or exchange of any Convertible
Security, shall be deemed to be outstanding).
(ii) "Original Issue Date" shall mean the date of this
Note.
(iii) "Convertible Securities" shall mean any evidences of
indebtedness, shares or other securities directly or indirectly
convertible into or exchangeable for Common Stock.
(iv) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to Section 2.5(c)
below, deemed to be issued) by the Company after the Original
Issue Date and other than shares of Common Stock issued or
issuable:
(A) as a dividend or distribution on the Preferred
Stock;
(B) by reason of a dividend, stock split, split up or
other distribution on shares of Common Stock excluded from
the definition of Additional Shares of Common Stock by the
foregoing clause (A);
(C) upon the exercise of options excluded from the
definition of "Option" in Section 2.5(a)(i); or
(D) upon conversion of shares of the Preferred Stock.
(v) "Rights to Acquire Common Stock" (or "Rights") shall
mean all rights issued by Borrower to acquire common stock
whatever by exercise of a warrant, option or similar call or
conversion of any existing instruments, in either case for
consideration fixed, in amount or by formula, as of the date of
issuance.
(b) No Adjustment of Conversion Price. No adjustment in the
number of shares of Common Stock into which the Preferred Stock is
convertible shall be made, by adjustment in the Conversion Price
thereof unless the consideration per share (determined pursuant to
Section 2.5(e) below for an Additional Share of Common Stock issued or
deemed to be issued by Borrower is less than the applicable Conversion
Price in effect on the date of, and immediately prior to, the issue of
such additional shares.
(c) Issue of Securities Deemed Issue of Additional Shares of
Common Stock. If Borrower at any time or from time to time after the
Original Issue Date shall issue any Options or Convertible Securities
or other Rights to Acquire Common Stock, then the maximum number of
shares of Common Stock (as set forth in the instrument relating
thereto without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of
such Options, Rights or, in the case of Convertible Securities, the
conversion or exchange of such Convertible Securities, shall be deemed
to be Additional Shares of Common Stock issued as of the time of such
issue, provided that Additional Shares of Common Stock shall not be
deemed to have been issued unless the consideration per share
(determined pursuant to Section 2.5(e) hereof) of such Additional
Shares of Common Stock would be less than the applicable Conversion
Price in effect on the date of and immediately prior to such issue, or
such record date, as the case may be, and provided further that in any
such case in which Additional Shares of Common Stock are deemed to be
issued:
(i) No further adjustment in the Conversion Price shall be
made upon the subsequent issue of shares of Common Stock upon
the exercise of such Rights or conversion or exchange of such
Convertible Securities;
(ii) Upon the expiration or termination of any unexercised
Option or Right, the Conversion Price shall not be readjusted,
but the Additional Shares of Common Stock deemed issued as the
result of the original issue of such Option or Right shall not
be deemed issued for the purposes of any subsequent adjustment
of the Conversion Price; and
(iii) In the event of any change in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange
of any Option, Right or Convertible Security, including, but not
limited to, a change resulting from the anti dilution provisions
thereof, the Conversion Price then in effect shall forthwith be
readjusted to such Conversion Price as would have obtained had
the adjustment that was made upon the issuance of such Option,
Right or Convertible Security not exercised or converted prior
to such change been made upon the basis of such change, but no
further adjustment shall be made for the actual issuance of
Common Stock upon the exercise or conversion of any such Option,
Right or Convertible Security.
(d) Adjustment of Conversion Price upon Issuance of Additional
Shares of Common Stock. If Borrower shall at any time after the
Original Issue Date issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to
Section 2.5(c), but excluding shares issued as a dividend or
distribution or upon a stock split or combination as provided in
Section 2.4(c)), without consideration or for a consideration per
share less than the applicable Conversion Price in effect on the date
of and immediately prior to such issue, then and in such event, such
Conversion Price shall be reduced, concurrently with such issue to a
price (calculated to the nearest cent) determined by multiplying such
Conversion Price by a fraction, (i) the numerator of which shall be
(A) the number of shares of Common Stock outstanding immediately after
such issue plus (B) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number
of Additional Shares of Common Stock so issued would purchase at such
Conversion Rate; and (ii) the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such issue.
(e) Determination of Consideration. For purposes of this Section
2.5(e), the consideration received by Borrower for the issue of any
Additional Shares of Common Stock shall be computed as follows:
(i) Cash and Property: Such consideration shall:
(A) insofar as it consists of cash, be computed at the
aggregate of cash received by Borrower, excluding amounts
paid or payable for accrued interest or accrued dividends;
(B) insofar as it consists of property other than cash,
be computed at the fair market value thereof at the time of
such issue, as determined in good faith by the Board of
Directors; and
(C) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other
assets of Borrower for consideration which covers both, be
the proportion of such consideration so received, computed
as provided in clauses (A) and (B) above, as determined in
good faith by the Board of Directors.
(ii) Options, Rights and Convertible Securities The
consideration per share received by the Company for Additional
Shares of Common Stock deemed to have been issued pursuant to
Subsection 2.5(c), relating to Options, Rights and Convertible
Securities, shall be determined by dividing
(a) the total amount, if any, received or receivable by
the Company as consideration for the issue of such Options,
Rights or Convertible Securities, plus the minimum
aggregate amount of additional consideration (as set forth
in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of
such consideration) payable to the Company upon the
exercise of such Options, Rights or the conversion or
exchange of such Convertible Securities, by
(b) the maximum number of shares of Common Stock (as
set forth in the instruments relating thereto, without
regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of
such Options or the conversion or exchange of such
Convertible Securities.
2.6 Statement of Adjustment. Whenever the Conversion Price is adjusted
pursuant to Sections 2.4(a) or 2.5 or any Transaction Document, Borrower shall
promptly deliver to the Holder a notice setting forth the Conversion Price
after such adjustment and setting forth a statement of the facts requiring such
adjustment.
2.7 Reservation. During the period the conversion right exists,
Borrower will reserve from its authorized and unissued Preferred Stock and
Common Stock not less than one hundred percent (100%) of the number of shares
to provide for the issuance of the Conversion Shares upon the full conversion
of this Note. Borrower represents that upon issuance, such Conversion Shares
will be duly and validly issued, fully paid and non-assessable. Xxxxxxxx agrees
that its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Preferred Stock upon the conversion of this Note.
2.8 Issuance of Replacement Note. Upon any partial conversion of this
Note, a replacement Note containing the same date and provisions of this Note
shall, at the written request of the Holder, be issued by the Borrower to the
Holder for the outstanding Principal Amount of this Note and accrued interest
which shall not have been converted or paid, provided Xxxxxx has surrendered an
original Note to the Company. In the event that the Holder elects not to
surrender a Note for reissuance upon partial payment or conversion, the Holder
hereby indemnifies the Borrower against any and all loss or damage attributable
to a third-party claim in an amount in excess of the actual amount then due
under the Note.
ARTICLE III
Events of Default; Remedies
3.1 Events of Default. The occurrence of any of the following events
of default ("Event of Default") shall, at the option of the Holder hereof, make
the Principal Amount and interest then remaining unpaid thereon and all other
amounts payable hereunder immediately due and payable, upon demand, without
presentment, or grace period, all of which hereby are expressly waived, except
as set forth below:
(a) Borrower should fail for any reason or for no reason to make
any payment of the Principal Amount of, interest on or other charges
in respect of this Note, within three (3) days of the date the same
shall become due and payable (whether on an installment, a Repayment
Date or the Maturity Date or by acceleration or otherwise);
(b) Borrower shall fail to observe or perform any other
covenant, agreement or warranty contained in, or otherwise commit any
breach or default of any provision of this Note, or any Transaction
Document, or any other note issued, or shall hereinafter be issued to
the Holder or its affiliates, which is not cured within the time
prescribed or if no time is prescribed, within ten (10) days after
written notice to Borrower; or
(c) Borrower or any subsidiary of Borrower shall commence, or
there shall be commenced against Borrower or any subsidiary of
Borrower under any applicable bankruptcy or insolvency laws as now or
hereafter in effect or any successor thereto, or Borrower or any
subsidiary of Borrower commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Borrower
or any subsidiary of Borrower or there is commenced against Borrower
or any subsidiary of Borrower any such bankruptcy, insolvency or other
proceeding which remains undismissed for a period of sixty-one (61)
days; or Borrower or any subsidiary of Borrower is adjudicated
insolvent or bankrupt; or any order of relief or other order approving
any such case or proceeding is entered; or Borrower or any subsidiary
of Borrower suffers any appointment of any custodian, private or court
appointed receiver or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of
sixty one (61) days; or Borrower or any subsidiary of Borrower makes a
general assignment for the benefit of creditors; or Borrower or any
subsidiary of Borrower shall fail to pay, or shall state that it is
unable to pay, or shall be unable to pay, its debts generally as they
become due; or Borrower or any subsidiary of Borrower shall by any act
or failure to act expressly indicate its consent to, approval of or
acquiescence in any of the foregoing; or any corporate or other action
is taken by Borrower or any subsidiary of Borrower for the purpose of
effecting any of the foregoing.
3.2 Remedies. Upon an Event of Default (as defined above), the entire
Principal Amount and accrued interest outstanding under this Note, and all
other obligations of Borrower under this Note, shall be immediately due and
payable without any action on the part of the Holder, interest shall accrue on
the unpaid Principal Amount at twelve percent (12%) per year or the highest
rate permitted by applicable law, if lower, and the Holder shall be entitled to
seek and institute any and all remedies available to it.
ARTICLE IV
Miscellaneous
4.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.
4.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (a) personally served, (b)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (c) delivered by reputable air courier service with charges
prepaid, or (d) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (x) upon hand
delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is
to be received), or the first business day following such delivery (if
delivered other than on a business day during normal business hours where such
notice is to be received) or (y) on the second business day following the date
of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to the Borrower to:
VoIP, Inc., 00000 XX00 Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000, Attn:
Xxxxxx Xxxxxxx, President and CEO, telecopier: (000) 000-0000, with a copy by
telecopier only to: Xxxxxx X. Xxxxx, Esq., Xxxxxxx Xxxxx LLP, 0000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxx 00000, telecopier: (000) 000-0000, and (ii) if to the
Holder, to the name, address and telecopy number set forth on the front page of
this Note.
4.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.
4.4 Assignability. This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder and
its successors and assigns.
4.5 Cost of Collection. If default is made in the payment of this
Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.
4.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to conflicts of
laws principles that would result in the application of the substantive laws of
another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought
only in the state courts of Texas or in the federal courts located in the state
of Texas. Both parties and the individual signing this Note on behalf of the
Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Note is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or unenforceability of any other provision of
this Note. Nothing contained herein shall be deemed or operate to preclude the
Holder from bringing suit or taking other legal action against the Borrower in
any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any collateral or any other security for such obligations, or to
enforce a judgment or other court in favor of the Holder.
4.7 Maximum Interest Rate. In no event shall any agreed to or actual
interest charged, reserved or taken by the Holder as consideration for this
Note exceed the limits imposed by applicable law. In the event that the
interest provisions of this Note shall result at any time or for any reason in
an effective rate of interest that exceeds the maximum interest rate permitted
by applicable law, then without further agreement or notice the obligation to
be fulfilled shall be automatically reduced to such limit and all sums received
by the Holder in excess of those lawfully collectible as interest shall be
applied against the principal of this Note immediately upon the Holder's
receipt thereof, with the same force and effect as though Borrower had
specifically designated such extra sums to be so applied to principal and the
Holder had agreed to accept such extra payment(s) as a premium-free prepayment
or prepayments.
4.8 Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be applied in the interpretation of this Note to favor
any party against the other.
4.9 Redemption. This Note may not be redeemed or called without the
consent of the Holder except as described in this Note.
4.10 Stockholder Status. The Holder shall not have rights as a
stockholder of the Borrower with respect to unconverted portions of this Note.
However, the Holder will have the rights of a stockholder of the Borrower with
respect to the Shares of Preferred Stock to be received after delivery by the
Holder of a Conversion Notice to the Borrower.
4.11 Security. This Note is secured by that certain Security
Agreement, of even date herewith, between Borrower and the Holder.
[Signature page follows]
IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be signed in its
name by an authorized officer as of the day of 5th day of October, 2005.
VoIP, INC.
By: /s/ Xxxxxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx
Title: President and CEO
Witness:
/s/ Xxxxxxx Xxxxxxx
----------------------------
