0001144204-07-025643 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of April 6, 2007, by and among VoIP, Inc., a Texas corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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ADVISORY SERVICES AGREEMENT - JAMES B. PANTHER
Advisory Services Agreement • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus • California

This Advisory Services Agreement (the “Agreement”) is made and entered into May 9, 2007 (the “Effective Date”), by and between (i) James B. Panther II, whose principal business address is 2038 Corte del Nogal, Suite 110, Carlsbad, California 92011 (the “Consultant”) and (ii) VoIP, Inc., a Texas corporation, whose principal place of business is 151 South Wymore Road, Suite 3000, Altamonte Springs, Florida 32714 (the “Company”). Consultant and Company may hereinafter be referred to individually as a “party” or collectively as the “parties.”

CONVERTIBLE NOTE
Convertible Note • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED 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.

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN VOIP INC. AND ANTHONY CATALDO
Employment Agreement • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus

The within is an Amendment to the Employment Agreement executed on September 14, 2006 between VOIP INC., a Texas corporation (the “Company”) and ANTHONY CATALDO (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN VOIP INC. AND ROBERT STAATS
Employment Agreement • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus

The within is an Amendment to the Employment Agreement executed on May 17, 2006 between VOIP INC. , a Texas corporation (the “Company”) and ROBERT STAATS (the “Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN VOIP INC. AND SHAWN LEWIS
Employment Agreement • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus

The within is a Third Amendment to the Employment Agreement executed on May 31, 2005 and amended on July 28, 2005 and again on September 14, 2006 between VOIP INC. , a Texas corporation (the “Company”) and SHAWN LEWIS (the “Executive”).

KOROMPIS CONSULTING AGREEMENT
Korompis Consulting Agreement • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus • California

This Consulting Agreement (this "Agreement") is made as of April 2, 2007, by and between VoIP, Inc with offices at 151 South Wymore Road, Suite 3000, Altamonte Springs, FL 32714 (the "Company'), and Piter Korompis an individual c/o Austindo Foods, Pty, Level 1, 585 Burwood Road, Hawthorn, Victoria 3122, Australia ("Consultant") with respect to the following facts:

CLASS D COMMON STOCK PURCHASE WARRANT
Class D Common Stock Purchase Warrant • May 15th, 2007 • Voip Inc • Telephone & telegraph apparatus

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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