ASSIGNMENT OF BALLOON PROMISSORY NOTE
Exhibit
10.11
THIS
ASSIGNMENT
OF BALLOON PROMISSORY NOTE (the
“Assignment
Agreement”)
is
made as of July 27, 2007 (the “Effective
Date”),
by
and between: (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Assignor");
(ii)
VoIP, Inc., a Texas corporation, whose principal place of business is 151 South
▇▇▇▇▇▇ Road, Suite 3000, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Assignee”);
and
(iii) Black
Forest International, LLC., a Delaware limited liability company, and its
successors or assigns (“Lender”),
whose
mailing address is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
The Assignor, Assignee and Lender may hereinafter be referred to individually
as
a “party” and collectively as the “parties.”
THE
BALLOON PROMISSORY NOTE
WHEREAS,
on or about March 30, 2007, the Assignor entered into a Balloon Promissory
Note
(the “Balloon
Note”)
attached hereto as Exhibit
A
and
subsequent First Amended Balloon Promissory Note (the “Amended
Balloon Note”)
attached hereto as Exhibit
B
(the
Balloon Note and the Amended Balloon Note are hereinafter collectively referred
to as the “Note”);
WHEREAS,
Assignor is currently indebted to the Lender in the amount of three hundred
thousand ($300,000) plus any accrued interest and penalties pursuant to the
Note;
WHEREAS,
the Assignor wishes to assign the Note to the Assignee and the Assignee wishes
to assume the Note (the “Assignment”)
from
the Assignor;
WHEREAS,
pursuant to Section A(3) of the Amended Balloon Note, the Lender’s consent is
required to assign the Note, and Lender wishes to consent to the
Assignment;
THE
ASSIGNMENT
NOW,
THEREFORE, in consideration for the following, and other good and valuable
consideration, receipt of which is hereby acknowledged, it is hereby agreed
as
follows:
1. Assignment.
Assignor
does hereby sell, assign, transfer, and convey to Assignee, and Assignee does
hereby accept, all of Assignor's right, title, legal and financial
responsibility, indebtedness and interest in the Note, on the terms and
conditions set forth herein.
2. Consideration.
For
and
in consideration of the Assignee entering into this Assignment Agreement,
Assignee shall receive from Assignor consideration
consisting of $100 US Dollars.
|
_______Assignee
|
_______Lender
|
Page
1 of
10
3. Release
of Assignor Liability.
In
connection with the Note, Assignor and Lender executed several supporting
documents including an Asset Pledge Agreement (attached hereto as Exhibit
C),
a
First Amended Asset Pledge Agreement (attached hereto as Exhibit
D),
and an
Escrow Agreement (attached hereto as Exhibit
E).
The
Asset Pledge Agreement, First Amended Asset Pledge Agreement, and Escrow
Agreement shall hereinafter be referred to collectively as the Supporting
Documents. The Assignee and Lender hereby release the Assignor of any and all
legal and financial responsibility, indebtedness and liability assumed under
the
Note and the Supporting Documents.
4. Assignee
Future Financings.
In
consideration of Lender entering into this Assignment Agreement, so long as
the
Note is outstanding, if the Assignee enters into any subsequent financings
on
terms other than the exact terms governing the Note, then Lender, in its sole
discretion, may exchange the Note, valued at the stated value together with
accrued but unpaid interest, for the security or other financial instrument,
under the same terms of such security or financial instrument, issued in any
such subsequent financing. Assignee hereby covenants and agrees to notify Lender
in writing of the terms and conditions of any such proposed subsequent financing
within ten (10) days of the closing of any such proposed financing.
5. Notices.
All
notices or other communications required or permitted by this Assignment
Agreement, the Note or by law to be served on or given to either party to this
Assignment Agreement, Assignor, Assignee or Lender, by the other party shall
be
in writing and shall be deemed duly served when personally delivered to the
party to whom it is directed or when deposited in the United States mail,
first-class postage prepaid, addressed to
Assignor
at:
▇▇▇▇▇
▇.
▇▇▇▇▇
▇▇▇
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
or
to
Assignee at:
VoIP,
Inc.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
2 of
10
or
to
Lender at
Black
Forest International, LLC
▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Either
party, Assignor or Assignee, may change its address for the purpose of this
paragraph by giving written notice of that change to the other party in the
manner provided in this paragraph.
6. MISCELLANEOUS.
6.1 Governing
Law.
This
Assignment Agreement and any dispute, disagreement or issue of construction
or
interpretation arising hereunder whether relating to its execution, its
validity, and the obligations provided herein or performance shall be governed
or interpreted according to the internal laws of the State of California without
regard to choice of law considerations.
6.2 Attorneys'
Fees.
In the
event that there is any controversy or claim arising out of or relating to
this
Assignment Agreement, or to the interpretation, breach or enforcement thereof,
and any action or proceeding relating to this Assignment Agreement is filed,
the
prevailing party shall be entitled to an award by the court of reasonable
attorneys' fees, costs and expenses. For purposes of this Section 6.2, a
party shall be deemed to be the prevailing party in the event that such party
is
awarded greater than the sum of one-half (1/2) of the disputed amount of any
losses, claims, damages, expenses, or liabilities plus any amounts not in
dispute.
6.3 Entire
Assignment Agreement.
This
Assignment Agreement represents the entire agreement between the parties
relating to the subject matter hereof. All previous agreements between the
Parties, whether written or oral, have been merged into this Assignment
Agreement. This Assignment Agreement alone fully and completely expresses the
agreement of the Parties relating to the subject matter hereof. There are no
other courses of dealing, understandings, agreements, representations, or
warranties, written or oral, except as set forth herein.
6.4 Counterparts.
This
Assignment Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one
and
the same instrument. The execution of this Assignment Agreement may be by actual
or facsimile signature.
6.5 Remedies
and Waiver.
Every
right and remedy provided herein shall be cumulative with every other right
and
remedy, whether conferred herein, at law, or in equity, and such remedies may
be
enforced concurrently, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter occurring or existing.
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
3 of
10
6.6 Invalid
Provisions.
If any
provision of this Assignment Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable and this Assignment Agreement shall
be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision by its severance herefrom.
6.7 Benefit.
This
Assignment Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their legal representatives, successors and assigns.
There shall be no third party beneficiaries to this Assignment
Agreement.
6.8 Oral
Evidence.
This
Assignment Agreement constitutes the entire agreement between the Parties and
supersedes all prior oral and written agreements between the Parties hereto
with
respect to the subject matter hereof. Neither this Assignment Agreement nor
any
provision hereof may be changed, waived, discharged or terminated orally, except
by a statement in writing signed by the party or parties against which
enforcement or the change, waiver discharge or termination is
sought.
6.9 Section
or Paragraph Headings.
Section
headings herein have been inserted for reference only and shall not be deemed
to
limit or otherwise affect, in any matter, or be deemed to interpret in whole
or
in part any of the terms or provisions of this Assignment
Agreement.
6.10 No
Other Representations.
The
parties shall not be deemed to have made any representation or warranty other
than those as expressly made in this Assignment Agreement.
SIGNATURE
PAGE FOLLOWS
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
4 of
10
IN
WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be
executed as of the date first above written.
|
▇▇▇▇▇
▇. ▇▇▇▇▇
|
▇▇▇▇▇
FOREST INTERNATIONAL, LLC
|
|
|
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇. Panther, II
|
|
|
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇
An
individual
|
By:
BCGU, LLC
Its:
Administrative Manager
By:
▇▇▇▇▇ ▇. Panther, II
Its:
Managing Member
|
|
|
VOIP,
INC.
|
||
|
/a/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||
|
By:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its:
Chief Executive Officer
|
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
5 of
10
EXHIBIT
A
Balloon
Promissory Note
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
6 of
10
EXHIBIT
B
First
Amended Balloon Promissory Note
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
7 of
10
EXHIBIT
C
Asset
Pledge Agreement
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
8 of
10
EXHIBIT
D
First
Amended Asset Pledge Agreement
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
9 of
10
EXHIBIT
E
Escrow
Agreement
|
________Assignor
|
_______Assignee
|
_______Lender
|
Page
10
of 10