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ADVISORY SERVICES AGREEMENT - MARK L. BAUM
This
Advisory Services Agreement (the “
Agreement ”)
is made and entered into May 9, 2007 (the “
Effective Date ”),
by and between (i) Mark L. Baum, Esq. whose principal business
address is 1302 Waugh Drive, Unit 618, Houston, Texas 77019 (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.”
WHEREAS ,
the Company requires the Services as defined and set forth
herein;
WHEREAS ,
Consultant is qualified to provide the Company with the Services
and is desirous to perform such Services for the Company;
and
WHEREAS ,
the Company wishes to induce Consultant to provide the Services and
wishes to contract with the Consultant regarding the same and
compensate Consultant in accordance with the terms
herein;
NOW, THEREFORE ,
in consideration of the mutual covenants contained in this
Agreement, and for good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed as follows:
1.
APPOINTMENT
.
The
Company hereby engages Consultant and Consultant agrees to
render the Services to the Company as a consultant upon the
terms and conditions hereinafter set forth.
2.
TERM
.
The
term of this Agreement shall begin as of the date of this
Agreement, and shall terminate 120 days thereafter, or earlier
in accordance with Section 9.
3.
SERVICES
.
During
the term of this Agreement, Consultant shall provide the
Company with the following “
Services .”
However, the Services shall be limited to making recommendations
and offering advice to the Company's Officers, Directors and other
key Company personnel. As an offsite advisor, Consultant will rely
upon the Company's management to, in the Company's sole discretion,
accept or reject its recommendations. Under no circumstances, even
in the event that Consultant is to perform onsite analysis, shall
Consultant be responsible for making any decisions on behalf of the
Company.
a. Advise
internal management, with particular focus on strategic
planning, organizational and corporate structure, and overall
business analysis with the ultimate goal of preparing the
company for capital market investor due
diligence;
b. Advise
the Company in regard to the size of any offering of the
Company's securities and the structure and terms of the
offering in light of the current market
environment;
c. Work
with the Company to develop a long-term growth, capital
structure and financing strategy.
d. Provide
introductions to NASD member firm banking relationships,
funding and financing firms, specifically including, but not
limited to, C.E. Unterberg Towbin, and, on a best efforts
basis, seek an engagement that is in the best interests of the
Company. The Company hereby agrees to provide an
“
Acknowledgement of Introduction ,”
a specimen of which is attached hereto as
Exhibit A for
each banking, funding or financing firm, specifically including but
not limited to C.E. Unterberg Towbin (each a “
Consultant Protected Relationship ”),
that Consultant introduces the Company to. Each Acknowledgement of
Introduction shall grant Consultant the exclusive right to assist
in any negotiations regarding the financing and relationship
between the Consultant Protected Relationship and the Company. The
Company shall additionally agree that by providing Consultant with
an Acknowledgement of Introduction and commencing the negotiation
of a business relationship with a Consultant Protected Relationship
(even if an Acknowledgement of Introduction was not tendered), that
for two (2) years following Consultant's introduction or for two
(2) years subsequent to the receipt of an Acknowledgement of
Introduction, regardless of a termination of this Consultant
Protected Relationship, that Consultant shall be compensated in
accordance with Section 4 of this Agreement. Should Consultant's
rights to receive the Section 4 Compensation be compromised in any
way (including for example, by not holding Consultant's
compensation in escrow at the time of the closing of any such
financial transaction), Company hereby consents to injunctive
relief, benefiting the Consultant, in order to segregate all
related monies due and owing to Consultant under this term of the
Agreement, in addition to appropriate monetary damages. Damages
shall be equal to an amount of money equal to not less than the
amount of financial benefit Consultant would have received had the
Company complied with the Section 4 Compensation terms. The term
“Consultant Protected Relationship” shall include any
person or entity that Consultant introduced to the Company in
connection with this Agreement, or a third party person or entity
that has a business or other affiliation with any person or entity
that Consultant introduced to the Company in connection with
Consultant's services under this Agreement. Unless authorized by
Consultant in writing, under no other circumstances, shall Company
make any effort to contact a Consultant Protected
Relationship.
e.
In the event that the Company has a prior existing business
relationship with a party introduced by Consultant as a
potential Consultant Protected Relationship, then the Company
shall have a positive obligation to deliver in writing such a
notification of a prior business relationship within 48 hours
of the time that Consultant makes an introduction. The failure
to provide Consultant with notice of a prior business
relationship shall forever waive the Company's right to
subsequently assert that they had a prior existing business
relationship with that respective introduction.
f.
Consultant agrees to provide the Services on a timely basis
via: meetings with Company representatives which may include
other professionals; conferences calls with Company
representatives and other professionals; and/or written
correspondence and documentation. Consultant cannot guarantee
the results on behalf of the Company, but shall pursue all
avenues that it deems reasonable through its network of
contacts.
4.
COMPENSATION
. In
connection with this Agreement, The Company shall pay Consultant
the following fees:
a.
Cash .
(i) Within five days of the effectiveness of this Agreement
(“
Payment Date One ”)
and (ii) on the 61
st day
of the effectiveness of this Agreement (“
Payment Date Two ”),
Company shall pay Consultant a cash fee equal to
$187,500.00.
b.
Securities .
Within 5 days of the effectiveness of this Agreement, Consultant
shall be issued and shall receive 250,000 free trading shares of
the Company's common stock registered on Form S-8 (the
“
Securities ”).
c.
Options .
By or before Payment Date One, Consultant shall have an option to
purchase 1,875,000 common Company shares (“
Option One Shares ”)
for $.18 per share. By or before Payment Date Two, Consultant shall
have an option to purchase 1,875,000 common Company shares
(“
Option Two Shares ”)
for $.18 per share. The Option Two Shares, if such an option to
purchase such common shares is exercised, shall be registered in a
Form S-8 registration statement and shall be delivered to
Consultant free of any restrictive legend.
d.
Warrants .
Within 5 business days of the execution of this Agreement,
Consultant shall be issued a Common Stock Purchase Warrants (the
“
Warrant ”),
attached hereto as
Exhibit B .
e.
Success Fee Credit .
In the event that the Company obtains financing, in any form, as a
result of business dealings between a Consultant Protected
Relationship and the Company, Consultant shall receive a Success
Fee Credit (the “
Success Fee Credit ”)
in the amount of $100,000 for the initial $1,000,000 in financing
received by the Company and ten percent (10%) of any financing
received by the Company in excess of $1,000,000
1
. The Success Fee Credit shall be split between the Consultant and
other third parties as listed in
Exhibit C .
All Success Fee Credit funds may only be utilized as a credit
towards the exercise price of any warrants issued to the Consultant
or his assigns by the Company
2
. All Success Fee Credit funds shall be accounted for and booked by
the Company for the benefit of the parties as outlined in
Exhibit C ,
until such time as the same Success Fee Credit funds have been
used. Any Success Fee Credits funds shall not bear
interest.
All
compensation delivered and paid to Consultant pursuant to this
Agreement shall be deemed completely earned, due, payable and
non-assessable as of the date the compensation is tendered to
Consultant by the Company or the Company's transfer agent.
Once compensation is tendered to Consultant, there shall be no
refunds or dim
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