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Published on 9/14/2007 in the Prospect News PIPE Daily.

New Issue: VoIP sells discounted convertible notes, warrants for $1.57 million

By Laura Lutz

Des Moines, Sept. 14 - VoIP Inc. raised $1.57 million from two private placements of secured convertible notes.

In the first placement, VoIP raised $1.37 million from the placement of $1,844,581 principal amount of notes priced at 74.543.

In the second placement, the company sold a note in principal of $400,000 to Bristol Investment Fund Ltd. for proceeds of $200,000.

The notes mature on Sept. 12, 2008 and bear interest at 8% per year.

In addition, 15% of the company's future net financing is required to be used to repay the notes in the first placement.

Holders may convert the notes into common stock at $0.75 per share.

The investors in the first placement also received warrants for 2,459,442 shares, exercisable at $0.75 per share for five years.

Of the proceeds of the first placement, $397,500 was paid in cash, and $977,499 was used to repay seven outstanding promissory notes held by four of the investors in the private placement.

Proceeds of the second placement were used to repay two notes held by Bristol.

The company also issued $2,417,651 in secured convertible notes in settlement of all liquidated damages related to notes previously issued to those investors, including $2,000,000 principal amount of notes in consideration for the investors waiving some events of default and up to six months of future liquidated damages.

Those notes carried terms similar to the notes in the placement, except for $250,000 principal amount of waiver notes that are described below.

Under an associated intercreditor agreement, the company reassigned $1,576,278 principal amount of its existing secured convertible notes. The reassigned notes, along with $250,000 of waiver notes, are repayable at the rate of $250,000 every 45 days after Sept. 12, with all amounts payable by May 31, 2008.

VoIP is a voice-over internet protocol company based in Altamonte Springs, Fla.

Issuer:VoIP, Inc.
Issue:Secured convertible notes
Amount:$1,374,999
Principal amount:$1,844,581
Maturity:Sept. 12, 2008
Coupon:8%
Price:74.543
Conversion price:$0.75
Warrants:For 2,459,442 shares
Warrant expiration:Five years
Warrant strike price:$0.75
Settlement date:Sept. 12
Stock symbol:OTCBB: VOIC
Stock price:$1.64 at close Sept. 14

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