Exhibit 10.8
PERSONAL GUARANT
Y
1.
Identification .
This
Guaranty (the "Guaranty"), dated as of December 18, 2007, is
entered into by Anthony Cataldo (“Guarantor”), for
the benefit of the parties identified on Schedule A (the
“Lenders”).
2.
Recitals .
2.1
Guarantor
is a shareholder and the Chief Executive Officer of VoIP, Inc.
a Texas corporation (“VoIP”). Lenders have made or
will make loans to VoIP (the “Loans”). Guarantor
will obtain substantial benefit from the proceeds of the
Loans.
2.2
The
Loans are and will be evidenced by a certain promissory notes
(“Notes”) to be issued by VoIP, pursuant to a
Subscription Agreement between VoIP and the Lender dated the
same date as this Guaranty, commencing on or about the date of
this Guaranty. The Notes are further identified on Schedule A
hereto and was or will be executed by VoIP as Borrower for the
benefit of Lenders as the “Holder” or
“Lenders” thereof.
2.3
In
consideration of the Loans made or to be made by Lenders to
VoIP and for other good and valuable consideration, and as
security for the performance by VoIP of its obligations under
the Notes and as security for the repayment of the Loans and
all other sums due from VoIP to Lenders arising under the
Notes and any other agreement between or among them relating
to the foregoing Notes (collectively, the "Obligations"),
Guarantor, for good and valuable consideration, receipt of
which is acknowledged, has agreed to enter into this
Guaranty.
3.
Guaranty .
3.1
Guaranty .
Guarantor hereby unconditionally and irrevocably guarantees, the
punctual payment, performance and observance when due, whether at
stated maturity, by acceleration or otherwise, of all of the
Obligations now or hereafter existing, whether for principal,
interest (including, without limitation, all interest that accrues
after the commencement of any insolvency, bankruptcy or
reorganization of the Companies, whether or not constituting an
allowed claim in such proceeding), fees, commissions, expense
reimbursements, liquidated damages, indemnifications or otherwise
(such obligations, to the extent not paid by the Companies being
included in the “Obligations”), and agrees to pay any
and all reasonable costs, fees and expenses (including reasonable
counsel fees and expenses) incurred by the Lenders in enforcing any
rights under the guaranty set forth herein. Without limiting the
generality of the foregoing, Guarantor’s liability shall
extend to all amounts that constitute part of the Obligations and
would be owed by VoIP to Lenders, but for the fact that they are
unenforceable or not allowable due to the existence of an
insolvency, bankruptcy or reorganization involving
VoIP.
3.2
Guaranty Absolute .
Guarantor guarantees that the Obligations will be paid strictly in
accordance with the terms of the Notes, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Lenders with
respect thereto. The obligations of Guarantor under this Guaranty
are independent of the Obligations, and a separate action or
actions may be brought and prosecuted against Guarantor to enforce
such Obligations, irrespective of whether any action is brought
against the Companies or any other Guarantor or whether the
Companies or any other Guarantor is joined in any such action or
actions. The liability of Guarantor under this Guaranty constitutes
a primary obligation, and not a contract of surety, and to the
extent permitted by law, shall be irrevocable, absolute and
unconditional irrespective of, and Guarantor hereby irrevocably
waives any defenses it may now or hereafter have in any way
relating to, any or all of the following:
(a)
any lack of validity or enforceability of the Notes or any
agreement or instrument relating thereto;
(b)
any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Notes,
including, without limitation, any increase in the Obligations
resulting from the extension of additional credit to VoIP or
otherwise;
(c)
any taking, exchange, release, subordination or non-perfection of
any Collateral, or any taking, release or amendment or waiver of or
consent to departure from any other guaranty, for all or any of the
Obligations;
(d)
any change, restructuring or termination of the corporate, limited
liability company or partnership structure or existence of VoIP;
or
(e)
any other circumstance (including, without limitation, any statute
of limitations) or any existence of or reliance on any
representation by the Lenders that might otherwise constitute a
defense available to, or a discharge of, VoIP or any other
guarantor or surety.
This
Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by the
Lenders or any other entity upon the insolvency, bankruptcy or
reorganization of VoIP or otherwise (and whether as a result
of any demand, settlement, litigation or otherwise), all as
though such payment had not been made.
3.3
Waiver .
Guarantor hereby waives promptness, diligence, notice of acceptance
and any other notice with respect to any of the Obligations and
this Guaranty and any requirement that the Lenders exhaust any
right or take any action against VoIP or any other person or entity
or any Collateral. Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements
contemplated herein and that the waiver set forth in this
Section 3.3 is
knowingly made in contemplation of such benefits. Guarantor hereby
waives any right to revoke this Guaranty, and acknowledges that
this Guaranty is continuing in nature and applies to all
Obligations, whether existing now or in the future.
3.4
Continuing Guaranty; Assignments .
This Guaranty is a continuing guaranty and shall (a) remain in full
force and effect until the later of the indefeasible cash payment
in full of the Obligations and all other amounts payable under this
Guaranty and Notes, (b) be binding upon Guarantor, its successors
and assigns and (c) inure
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