Exhibit 10.38 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of December 12, 2005, by and among IVOICE TECHNOLOGY, INC., a New Jersey corporation (the "Company"), DAVID...Termination Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design
Exhibit 10.37 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT -------------------------------------------------- THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 12, 2005, by and between IVOICE...Registration Rights Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.35 AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AMENDED AND RESTATED AGREEMENT dated as of the 12th day of December 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Equity Distribution Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design • New Jersey
ARTICLE IVoting Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design
Exhibit 10.34 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment dated September 29, 2005 hereby amends the Employment Agreement dated August 29, 2005 by and between iVoice Technology, Inc., a New Jersey corporation (hereinafter referred to as the...Employment Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design
Exhibit 10.36 IVOICE TECHNOLOGY, INC. AMENDED AND RESTATED PLACEMENT AGENT AGREEMENTiVoice Technology, Inc. • December 19th, 2005 • Services-computer integrated systems design • New Jersey
Exhibit 9.2 IRREVOCABLE PROXY ----------------- The undersigned shareholder of iVoice Technology, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the...iVoice Technology, Inc. • December 19th, 2005 • Services-computer integrated systems design
The undersigned shareholder of iVoice Technology, Inc., a New Jersey corporation (the "Company"), pursuant to the Voting Agreement dated August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided for in the New Jersey Business Corporation Act) appoints Jerome Mahoney ("Mahoney"), or any other designee of Mahoney, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to the shares of: (i) the Company Class B Common Stock, $.01 par value per share, or (ii) the Company Class A Common Stock, no par value per share, that are beneficially owned or may be beneficially owned anytime in the future by the undersigned (collectively, the "Shares") in accordance with the terms of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies gi
WITNESSETH:Corporate Contribution and General Conveyance Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design • New Jersey
Exhibit 10.27 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment dated August 12, 2005 hereby amends the Employment Agreement dated August 1, 2004, previously amended pursuant to Amendment No. 1 to Employment Agreement dated June 15, 2005, by and...Employment Agreement • December 19th, 2005 • iVoice Technology, Inc. • Services-computer integrated systems design
