Exhibit 10.10
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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Right
to purchase 2,187,500 shares of common stock of VoIP, Inc. (subject
to adjustment as provided herein) |
COMMON STOCK PURCHASE WARRANT
| Warrant
No.: 2007-0019 |
Issue
Date: July 31, 2007
|
VoIP,
INC., a corporation organized under the laws of the State of
Texas (the “Company”), hereby certifies that, for
value received, NATHAN ZACK, 411 South Old Woodward Avenue,
#928, Birmingham, Michigan 48009 ,
or his assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the
Company at any time after the Issue Date until 5:00 p.m.,
E.S.T on the third (3
rd )
anniversary of the Issue Date (the “Expiration Date”),
up to 2,187,500 fully paid and nonassessable shares of Common Stock
at a per share purchase price of $0.18. The aforedescribed purchase
price per share, as adjusted from time to time as herein provided,
is referred to herein as the "Purchase Price." The number and
character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein. The Company may reduce
the Purchase Price without the consent of the Holder. Capitalized
terms used and not otherwise defined herein shall have the meanings
set forth in that certain Subscription Agreement (the
“
Subscription Agreement ”),
dated July 31, 2007, entered into by the Company and Holders of the
Warrants.
As
used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a)
The
term “Company” shall include VoIP, Inc. and any
corporation which shall succeed or assume the obligations of
VoIP, Inc., hereunder.
(b)
The
term “Common Stock” includes (a) the
Company's Common Stock, $.001 par value per share, as
authorized on the date of the Subscription Agreement, and (b)
any other securities into which or for which any of the
securities described in (a) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.
(c)
The
term “Other Securities” refers to any stock (other
than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to
Section 2 or otherwise.
(d)
The
term “Warrant Shares” shall mean the Common Stock
issuable upon exercise of this Warrant.
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 .
| |
Right
to purchase 2,187,500 shares of common stock of VoIP, Inc. (subject
to adjustment as provided herein) |
COMMON STOCK PURCHASE WARRANT
| Warrant
No.: 2007-0019 |
Issue
Date: July 31, 2007
|
VoIP,
INC., a corporation organized under the laws of the State of
Texas (the “Company”), hereby certifies that, for
value received, GHT ASSOCIATES LLC, 500 Griswold Street,
10
th Floor,
Detroit, Michigan 48226 ,
or its assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company at any time
after the Issue Date until 5:00 p.m., E.S.T on the third (3
rd )
anniversary of the Issue Date (the “Expiration Date”),
up to 2,187,500 fully paid and nonassessable shares of Common Stock
at a per share purchase price of $0.08. The aforedescribed purchase
price per share, as adjusted from time to time as herein provided,
is referred to herein as the "Purchase Price." The number and
character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein. The Company may reduce
the Purchase Price without the consent of the Holder. Capitalized
terms used and not otherwise defined herein shall have the meanings
set forth in that certain Subscription Agreement (the
“
Subscription Agreement ”),
dated July 31, 2007, entered into by the Company and Holders of the
Warrants.
As
used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a)
The
term “Company” shall include VoIP, Inc. and any
corporation which shall succeed or assume the obligations of
VoIP, Inc., hereunder.
(b)
The
term “Common Stock” includes (a) the
Company's Common Stock, $.001 par value per share, as
authorized on the date of the Subscription Agreement, and (b)
any other securities into which or for which any of the
securities described in (a) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.
(c)
The
term “Other Securities” refers to any stock (other
than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to
Section 2 or otherwise.
(d)
The
term “Warrant Shares” shall mean the Common Stock
issuable upon exercise of this Warrant.
1.
Exercise of Warrant .
1.1.
Number of Shares Issuable upon Exercise .
From and after the Issue Date through and including the Expiration
Date, the Holder hereof shall be entitled to receive, upon exercise
of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the
Company, subject to adjustment pursuant to
Section 3.
1.2.
Full Exercise .
This Warrant may be exercised in full by the Holder hereof by
delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the
“Subscription Form") duly executed by such Holder and
surrender of the original Warrant within four (4) days of exercise,
to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment in
cash, wire transfer or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying
the number of shares of Common Stock for which this Warrant is then
exercisable by the Purchase Price then in effect.
1.3.
Partial Exercise .
This Warrant may be exercised in part (but not for a fractional
share) by surrender of this Warrant in the manner and at the place
provided in subsection 1.2 except that the amount payable by
the Holder on such partial exercise shall be the amount obtained by
multiplying (a) the number of whole shares of Common Stock
designated by the Holder in the Subscription Form by (b) the
Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in
the name of the Holder hereof or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may request, the
whole number of shares of Common Stock for which such Warrant may
still be exercised.
1.4.
Fair Market Value .
Fair Market Value of a share of Common Stock as of a particular
date (the "Determination Date") shall mean:
(a)
If
the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ"), National Market System, the
NASDAQ SmallCap Market or the American Stock Exchange, LLC,
then the closing or last sale price, respectively, reported
for the last business day immediately preceding the
Determination Date;
(b)
If
the Company's Common Stock is not traded on an exchange or on
the NASDAQ National Market System, the NASDAQ SmallCap Market
or the American Stock Exchange, Inc., but is traded in the
over-the-counter market, then the average of the closing bid
and ask prices reported for the last business day immediately
preceding the Determination Date;
(c)
Except
as provided in clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by
arbitration in accordance with the rules then standing of the
American Arbitration Association, before a single arbitrator
to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided;
or
(d)
If
the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the
Company's charter, then all amounts to be payable per share to
holders of the Common Stock pursuant to the charter in the
event of such liquidation, dissolution or winding up, plus all
other amounts to be payable per share in respect of the Common
Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the
Warrants are outstanding at the Determination
Date.
1.5.
Company Acknowledgment .
The Company will, at the time of the exercise of the Warrant, upon
the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall
fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any
such rights.
1.6.
Trustee for Warrant Holders .
In the event that a bank or trust company shall have been appointed
as trustee for the Holder of the Warrants pursuant to
Subsection 2.2, such bank or trust company shall have all the
powers and duties of a warrant agent (as hereinafter described) and
shall accept, in its own name for the account of the Company or
such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may
be, on exercise of this Warrant pursuant to this
Section 1.
1.7
Delivery of Stock Certificates, etc. on Exercise
.
The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant sh
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