exhibit10_1.htm


    


     

    AMENDED
AND RESTATED SECURITIES REDEMPTION AND PAY-OFF AGREEMENT

     

    This
Amended and Restated Securities Redemption and Pay-off Agreement, dated as of
April 14, 2010 (this “Agreement”), is
entered into by and between China VoIP & Digital Telecom Inc., a Nevada
corporation (the “Company”), and
Castlerigg Master Investments, Ltd. (the “Investor).  The
Company and the Investor shall be referred to individually as a “Party” and
collectively as the “Parties.”

     

    W I T N E
S S E T H:

     

    WHEREAS:

     

    A.           The
Company and the Investor entered into that certain Securities Purchase
Agreement, dated as of December 21, 2007 (as amended, modified and restated, the
“Securities Purchase
Agreement”), pursuant to which, among other things, the Investor
purchased from the Company (i) the Senior Secured Convertible Note, dated as of
December 21, 2007 (the “2007 Note”), which
was convertible into shares of the Company’s common stock, par value $0.001 per
share (the “Common
Stock”), in accordance with the terms thereof, (ii) a Series A Warrant,
dated as of December 21, 2007  (the “2007 Series A
Warrant”), (iii) a Series B Warrant, dated as of December 21, 2007 (the
“2007 Series B
Warrant”) and (iv) a Series C Warrant, dated as of December 21, 2007 (the
“2007 Series C
Warrant”, and together with the 2007 Series A Warrant and 2007 Series B
Warrant, the “2007
Warrants”).

     

    B.           The
Company and the Investor entered into that certain Amendment and Exchange
Agreement, dated as of December 8, 2008, pursuant to which, among other things,
the Investor exchanged the 2007 Note and the 2007 Warrants for (i) the Amended
and Restated Senior Secured Convertible Note dated as of December 8, 2008 (the
“2008 Note”),
which is convertible into Common Stock, (ii) a Series A Warrant, dated as of
December 8, 2008 (the “2008 Series A
Warrant”), exercisable into 23,062,731 shares of Common Stock, (iii) a
Series B Warrant, dated as of December 8, 2008 (the “2008 Series B
Warrant”), exercisable into 16,143,911 shares of Common Stock, (iv) a
Series C Warrant, dated as of December 8, 2008 (the “2008 Series C
Warrant”) exercisable into 16,489,852 shares of Common Stock and (v) a
Series D Warrant, dated as of December 8, 2008 (the “2008 Series D
Warrant”, and together with the 2008 Series A Warrant, 2008 Series B
Warrant and 2008 Series C Warrant, the “2008 Warrants”),
exercisable into 7,500,000 shares of Common Stock.

     

    C.           The
Company and the Investor entered into that certain Securities Redemption and
Pay-Off Agreement, dated as of January 5, 2010 (the “Original Agreement”),
pursuant to which the Investor was willing to effectuate the redemption of the
2008 Note and the 2008 Warrants (“Redemption”) and give
certain waivers and releases in consideration for the payment to the Investor of
a cash amount equal to $3,000,000.

     

    D.           The
Parties desire to amend and restate the Original Agreement to, among other
things, extend the termination date specified therein in consideration for a
payment by the Company to the Investor of $50,000 (the “Extension
Amount”).

     

    E.           Capitalized
terms used but not defined herein shall have the meaning ascribed thereto in the
Securities Purchase Agreement.

     

    NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
undersigned, in consideration of the premises, covenants and agreements
contained herein, do hereby agree as follows:

     

    1. Mutual Waiver and
Release.

     

    (a) Upon the
Closing, the Investor hereby agrees, on behalf of itself and its “affiliates”
(as defined in Rule 144), to waive any and all claims, arising on or before the
date hereof, that the Investor or its affiliates may now or in the future have
against the Company and its respective affiliates, partners, members,
stockholders, managers, directors, officers, agents and assigns (and all
affiliates of such partners, members, stockholders, managers, directors,
officers, agents and assigns) of the Company or any of the Company’s affiliates,
to the extent that such claims may directly or indirectly arise under or be
directly or indirectly related in any manner to the Transaction Documents (the
waiver described in this Section 1(a) is hereafter referred to as the “Investor
Waiver”).  The Investor Waiver shall include, without
limitation, a waiver of any and all claims, arising on or before the date
hereof, that the Investor or any of its affiliates may now or in the future have
as a result of a breach by the Company of any of its representations, warranties
or covenants set forth in the Transaction Documents.  Upon the
Closing, the Investor further agrees and acknowledges, on its own behalf and on
behalf of its affiliates, (i) to release the Company and all of its respective
affiliates from all obligations and liabilities arising (whether prior to, on or
after the date of this Agreement) under or directly or indirectly related to the
Transaction Documents, (ii) that all security interests and other liens granted
to or held by Investor as security under the 2008 Note shall be forever and
irrevocably satisfied, released and discharged and (iii) that the Transaction
Documents shall terminate and be of no further force or effect other than those
provisions therein that specifically survive termination.

     

    (b) As of the
date hereof and upon the Closing, the Company hereby agrees, on behalf of itself
and its affiliates, to waive any and all claims that the Company or its
affiliates may now or in the future have against the Investor and its respective
affiliates, partners, members, stockholders, managers, directors, officers,
agents and assigns (and all affiliates of such partners, members, stockholders,
managers, directors, officers, agents and assigns) of the Investor or any of the
Investor’s affiliates, to the extent that such claims may directly or indirectly
arise under or be directly or indirectly related in any manner to the
Transaction Documents (the waiver described in this Section 1(b) is hereafter
referred to as the “Company
Waiver”).  The Company Waiver shall include, without
limitation, a waiver of any and all claims that the Company or any of its
affiliates may now or in the future have as a result of a breach by the Investor
of any of its representations, warranties or covenants set forth in the
Transaction Documents.  Upon the Closing, the Company further agrees,
on its own behalf and on behalf of its affiliates, (i) to release the
Investor and all of its respective affiliates from all obligations and
liabilities directly or indirectly arising (whether prior to, on or after the
date of this Agreement) under or directly or indirectly related to the
Transaction Documents and (ii) that the Transaction Documents shall terminate
and be of no further force or effect other than those provisions therein that
specifically survive termination.

     

    (c) Each of
the Parties hereby acknowledges and agrees that the waivers, releases and
agreements set forth above in clauses (a) and (b) of this Section 1: (i) shall
not in any manner be construed as constituting a waiver of any claims that a
Party or any of its affiliates may have in the future as a result of a breach of
this Agreement by any other Party hereto, nor shall the releases set forth in
clauses (a) and (b) of this Section 1 be construed as constituting a release of
any obligations that a Party may have under this Agreement; and (ii) shall only
be effective at the Closing upon the satisfaction or waiver of the conditions
set forth in Section 3 (and for the avoidance of doubt, shall not be effective
if this Agreement is terminated or the Closing does not otherwise
occur).

     

    (d) Notwithstanding
anything to the contrary contained in this Agreement or in any other document,
the obligations and liabilities of the Company or any of its affiliates to
Investor under or in respect of the Transactions Documents insofar as such
obligations and liabilities survive termination of the Transaction Documents
shall continue in full force and effect in accordance with their
terms.

     

    2. Extension Amount; Closing;
Redemption and Pay-off.

     

    (a) The
Company shall, on the date hereof, pay to the Investor the Extension Amount by
bank wire transfer to the account set forth on Exhibit A attached
hereto.  This Agreement shall be effective as of the date hereof only
upon confirmation from the Investor that the Extension Amount was
received.

     

    (b) The
closing of the Redemption, the payment of $2,950,000 (the “Redemption Amount”)
and the transactions provided for in this Agreement (the “Closing”) will take
place at 10:00 a.m. (New York City time) at the offices of Winston & Strawn
LLP, 200 Park Avenue, New York, New York 10166-4193, as promptly as practicable
following, but in no event later than, the third Business Day following the
satisfaction or waiver of each of the conditions set forth in Section 3 hereof,
or at such other time and place as may be agreed to by the parties
hereto.  Such time and date are referred to in this Agreement as the
“Closing
Date.”

     

    (c) As
consideration for the Redemption Amount and the Company Waiver and releases and
agreements set forth in Section 1 above, subject to the terms and conditions set
forth herein (including the satisfaction or waiver of the conditions set forth
in Section 3(b) below), the Investor shall, at the Closing, transfer and convey
to the Company the 2008 Note and the 2008 Warrants and the Company shall redeem
from the Investor the 2008 Note and the 2008 Warrants.

     

    (d) As
consideration for the 2008 Note and the 2008 Warrants and the Investor Waiver
and releases and agreements set forth in Section 1 above, subject to the terms
and conditions set forth in this Agreement, the Company shall, at the Closing,
pay to the Investor the Redemption Amount by bank wire transfer to the account
set forth on Exhibit
A attached hereto.

     

    3. Conditions to
Closing.

     

    (a) The
obligation of the Company to consummate the transactions contemplated hereby
(including, without limitation, the Redemption and payment of the Redemption
Amount) shall be subject to the satisfaction or waiver by the Company of each of
the following:

     

    (i) The
delivery by the Investor to the Company of the 2008 Note and the 2008 Warrants
for cancellation; and

     

    (ii) The
representations and warranties made by the Investor in Section 5 of this
Agreement shall be true and correct as of the date hereof and at and as of the
Closing Date as if made at and as of the Closing Date and the Investor shall
have complied with all agreements and satisfied all conditions to be performed
or satisfied at or prior to the Closing.

     

    (b) The
obligation of the Investor to consummate the transactions contemplated hereby
(including, without limitation, the obligation of the Investor to transfer and
convey the 2008 Note and the 2008 Warrants) shall be subject to the satisfaction
or waiver by the Investor of each of the following:

     

    (i) The
Company shall have delivered to the Investor the Extension Amount by bank wire
transfer in accordance with Section 2(a) and the Redemption Amount by bank wire
transfer in accordance with Section 2(d);

     

    (ii) Since
January 5, 2010, the Company shall have duly delivered to the Investor an
aggregate of 1,100,000 shares of Common Stock pursuant to the Conversion Notice
attached hereto as Exhibit B (the “Conversion Notice”)
and in accordance with the terms of the 2008 Note, and each such share shall be
freely transferable pursuant to Rule 144 of the Securities Act;

     

    (iii) The
applicable transfer agent shall have removed any transfer restriction legend on
each share of Common Stock delivered pursuant to the Conversion Notice, in form
and substance satisfactory to the Investor;

     

    (iv) The
Investor shall have received the opinion of The Crone Law Group, LLP, the
Company’s outside counsel, or such other law firm acceptable to the Investor,
dated as of the Closing Date, in form and substance satisfactory to Investor (in
its sole discretion);

     

    (v) The
representations and warranties made by the Company in Section 4 of this
Agreement shall be true and correct as of the date hereof and at and as of the
Closing Date as if made at and as of the Closing Date and the Company shall have
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing;

     

    (vi) The
Company shall have obtained all governmental, regulatory or third party consents
and approvals, if any, necessary for the transactions contemplated hereby;
and

     

    (vii) The
Company shall have delivered to the Investor such other documents relating to
the transactions contemplated by this Agreement as the Investor or its counsel
may reasonably request.

     

    4. Representations and
Warranties of the Company.  The Company represents and warrants
to the Investor as follows:

     

    (a) The
execution, delivery and performance by the Company of this Agreement, and the
consummation by the Company of the transactions contemplated by this Agreement,
have been duly authorized by the board of directors of the
Company.  Upon execution by the Company this Agreement will have been
duly executed and delivered by the Company and, assuming due execution by each
other Party, will constitute a legal, valid and binding obligation of the
Company enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
generally creditors’ rights and subject to general principles of
equity.

     

    (b) The
Company is duly authorized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite power and authority to carry on its
business as currently conducted and to enter into and to perform its obligations
under this Agreement.

     

    (c) The
execution and delivery of, and the performance of or compliance with, this
Agreement, and the transactions contemplated hereby by the Company do not and
will not (i) with or without the giving of notice or passage of time,
contravene, result in any breach of or constitute a default under, any
applicable law or regulation, agreement, judgment, injunction, order, decree or
other instrument to which the Company is a party or by which it or its property
or assets is bound, (ii) require a consent, approval or waiver other than those
that shall be obtained prior to the Closing Date, or (iii) conflict with, or
accelerate or terminate any performance required by or under the governing or
operative documents of the Company or any agreement or other instrument to which
the Company is a party or by which the Company or its property or assets is
bound.

     

    (d) The
Common Stock (i) is designated for quotation or listed on the Principal Market
and (ii) has not been suspended by the SEC or the Principal Market from trading
on the Principal Market nor has suspension by the SEC or the Principal Market
been threatened, either (A) in writing by the SEC or the Principal Market or (B)
by falling below the minimum listing maintenance requirements of the Principal
Market.

     

    (e) Immediately
following the Redemption contemplated by this Agreement:

     

    (i) the cash
assets of the Company shall be greater than the total amount of its liabilities
(including all liabilities, whether or not reflected in a balance sheet prepared
in accordance with GAAP, and whether direct or indirect, fixed or contingent,
secured or unsecured, disputed or undisputed);

     

    (ii) the
Company shall be able to pay its debts and obligations in the ordinary course of
business as they become due; and

     

    (iii) the
Company shall have adequate capital to carry on its businesses and all
businesses in which its about to engage.

     

    5. Representations and
Warranties of the Investor.  The Investor hereby represents and
warrants to the Company that the execution, delivery and performance by the
Investor of this Agreement, and the consummation by the Investor of the
transactions contemplated by this Agreement, have been duly authorized by all
necessary action on behalf of the Investor.  Upon execution by the
Investor, this Agreement will have been duly executed and delivered by the
Investor and, assuming due execution by each other Party, will constitute a
legal, valid and binding obligation of the Investor enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting generally creditors’ rights and subject to
general principles of equity.

     

    6. Covenants.

     

    (a) Disclosure of Transactions
and Other Material Information.  On or before 8:30 a.m., New
York City time, within four business days following the earlier to occur of (i)
the Closing Date or (ii) the Termination Date (as defined below), the Company
shall issue a press release and file a Current Report on Form 8-K describing the
terms of the transactions contemplated by this Agreement, the Company’s source
of funds for the Redemption Amount and/or an explanation describing the
Company’s inability to close the transactions contemplated hereby, in the form
required by the 1934 Act and attaching the material documents as an exhibit to
such filing (including all attachments, the “8-K
Filing”).  From and after the filing of the 8-K Filing with the
SEC, the Investor shall not be in possession of any material, nonpublic
information received from the Company, its affiliates or any of its respective
officers, directors, employees or agents, that is not disclosed in the 8-K
Filing.  The Company shall not, and shall cause each of its affiliates
and its and each of their respective officers, directors, employees and agents,
not to, provide the Investor with any material, nonpublic information regarding
the Company or any of its affiliates from and after the filing of the 8-K Filing
with the SEC without the express written consent of the Investor.  If
the Investor has, or believes it has, received any such material, nonpublic
information regarding the Company or any of its affiliates, it shall provide the
Company with written notice thereof.  The Company shall, within two
(2) business days of receipt of such notice, make public disclosure of such
material, nonpublic information.  In the event of a breach of the
foregoing covenant by the Company, any of its affiliates, or any of its or their
respective officers, directors, employees and agents, in addition to any other
remedy provided herein, the Investor shall have the right to make a public
disclosure, in the form of a press release, public advertisement or otherwise,
of such material, nonpublic information without the prior approval by the
Company, its affiliates, or any of its or their respective officers, directors,
employees or agents.  The Investor shall not have any liability to the
Company, its affiliates, or any of its or their respective officers, directors,
employees, stockholders or agents for any such disclosure.  Subject to
the foregoing, neither the Company, its affiliates nor the Investor shall issue
any press releases or any other public statements with respect to the
transactions contemplated hereby; provided, however, that the Company shall be
entitled, without the prior approval of the Investor, to make any press release
or other public disclosure with respect to such transactions (i) in substantial
conformity with the 8-K Filing and contemporaneously therewith and (ii) as is
required by applicable law and regulations (provided that in the case of clause
(i) the Investor shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its
release).  Without the prior written consent of the Investor, and
except as contemplated by the prior subsection (i) or as required by applicable
law or regulation, neither the Company nor any of its affiliates shall disclose
the name of the Investor in any filing, announcement, release or
otherwise.

     

    (b) Post-Closing
Deliveries.  The Investor shall deliver to the Company within
fifteen (15) days following the Closing Date:

     

    (i) The
original certificates representing the pledged shares of the Company pledged to
the Investor under the 2007 Pledge Agreement, as set forth on Exhibit C attached
hereto; and

     

    (ii) The
original certificate of pledged trademarks of the Company pledged to the
Investor under the 2007 Pledge Agreement, dated as of December 21, 2007, by and
between the Company and the Investor, as set forth on Exhibit D attached
hereto.

     

    (c) Release of
Liens.  Following the Closing (and after the receipt of the
Redemption Amount), Investor shall take all reasonable additional steps to
release any liens or encumbrances that were granted to the Investor in
connection with the 2008 Note.

     

    7. Termination.  In
the event that the Closing does not occur on or before July 3, 2010 due to the
Company's failure to satisfy the conditions set forth in Section 3(b) (and the
Investor’s failure to waive such unsatisfied conditions(s)), the Investor shall
have the option to terminate this Agreement at the close of business on such
date (the “Termination
Date”) without liability to the Company.  Upon such
termination, and except for the first sentence of Section 1(b) (Company Release
as of the date hereof) and Sections 6(a), 8, 10, 11, 15, 19 and 21 (which shall
survive the Termination Date), the terms hereof shall be null and void and the
parties shall continue to comply with all terms and conditions of the
Transaction Documents, as in effect prior to the execution of this
Agreement.

     

    8. Conversion
Price.  The parties hereto acknowledge and agree that the
Conversion Price reflected in the Conversion Notice shall (i) only be the
Conversion Price for purposes of the conversion contemplated hereby and (ii) not
be deemed (by virtue of the execution of this Agreement) to be the Conversion
Price for any other conversion that may occur following the date
hereof.  For the avoidance of doubt, by execution of this Agreement,
the parties hereto do not waive any and all rights that they may have pursuant
to, or terms or provisions set forth in, the 2008 Note relating to any
adjustments to the Conversion Price.

     

    9. Currency.  Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
United States Dollars (“US
Dollars”).  All amounts owing under this Agreement shall be
paid in US Dollars.

     

    10. Acknowledgements.

     

    (a) The
Company hereby acknowledges and agrees that (i) the Extension Amount is in
consideration for the extension of the Termination Date and shall not under any
circumstance be refundable (in the event that this Agreement is terminated, the
Closing does not occur or otherwise), (ii) all liens, security interests, rights
and remedies granted to the Investor in and under the Transaction Documents are
hereby confirmed, and shall continue to secure the performance by the Company of
its obligations under the Transaction Documents unless and until the Closing
occurs and (iii) if at any time any payment made by the Company is subsequently
invalidated, declared to be fraudulent or preferential, and is set aside or
required to be repaid to a trustee, receiver or any other person or entity under
any bankruptcy act, state or federal law, common law or equitable cause, then to
the extent of such payment or payments, the obligations under this Agreement,
the Transaction Documents or otherwise intended to be satisfied shall be revived
and continued in full force and effect as if such payment or payments had not
been made.

     

    (b) The
Company hereby acknowledges and confirms to the Investor that (i) unless and
until the Closing occurs, it is validly and justly indebted to the Investor for
the payment of all of the obligations under the Transaction Documents (including
the Original Principal Amount referenced in the Note and any and all other
payment obligations payable thereunder (including default interest or
otherwise)) and (ii) the amounts owed pursuant to the Transaction Documents are
not, as of the date hereof, subject to any defense, set-off, offset,
counterclaim, or recoupment of any kind.

     

    11. Reference to and Effect on
the Transaction Documents.  Except as specifically modified
herein, the Note and the other Transaction Documents shall remain in full force
and effect and are each hereby ratified and confirmed.  The execution,
delivery and effectiveness of this Agreement shall not operate as a waiver of
any right, power or remedy of the Company under the Note or any of the other
Transaction Documents, or constitute a waiver or consent of any provision of the
Note or any of the other Transaction Documents, except as expressly set forth
herein.

     

    12. Entire Agreement.  This Agreement,
together with any exhibits hereto, represents the final and complete agreement
of the Parties hereto with respect to the subject matter hereof, supersedes all
prior agreements and understanding (including the Original Agreement) and shall
be binding upon, and inure to the benefit of, the Parties hereto and their
respective successors, heirs, representatives and assigns.

     

    13. Third Party
Beneficiaries.  Each person or entity in favor of whom a waiver
or release has been granted pursuant to the terms of this Agreement shall be
considered a third party beneficiary of this Agreement and shall be entitled to
enforce all provisions of this Agreement running in favor of such person or
entity.

     

    14. Waivers and
Amendments.  The waiver by any
Party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach, whether or not
similar.  This Agreement may be amended, modified or supplemented only
by a written instrument executed by the Parties.

     

    15. Expenses.  Each
of the parties hereto shall pay its own costs and expenses (including, without
limitation, attorneys’ fees) incurred in connection with or relating to the
preparation, negotiation and execution of this Agreement or the consummation of
the transactions contemplated hereby; provided, however, the Company shall pay
any and all transfer, stamp and similar taxes that may be payable with respect
to the issuance and delivery of Common Stock upon the contemplated conversion
and any other costs and expenses required of it pursuant to the Transaction
Documents.

     

    16. Notices.  All
notices, requests, consents, demands, and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing, shall be personally delivered or sent by facsimile transmission,
overnight courier or certified mail and shall be deemed to have been duly given
when received.

     

    Notices
to the Company shall be addressed and delivered to:

     

    China
VoIP & Digital Telecom Inc.

    11th
Floor No.11 Building, Shuntai Square, No.2000 Shunhua Rd, High-tech Industrial
Development Zone, Jinan,China 250101

    Telephone:                      +86-531-55585742    

    Facsimile:                      +86-531-8887-6660

    Attention:                      Li
Kunwu, Chief Executive Officer

     

    or to
such other person or at such other place as the Company may from to time furnish
to the other Parties in writing.

     

    with a
copy to:

     

    The Crone Law Group

     

    San
Francisco Office:

     

    101
Montgomery Street, Suite 1950, San Francisco, CA 94104

     

    Telephone:
415 955-8900

     

    Facsimile: 415
955-8910

     

    Attention:
Ryan Nail

     

    Notices
to the Investor shall be addressed and delivered to:

     

    Castlerigg
Master Investments Ltd.

    c/o
Sandell Asset Management

    40 West
57th
Street, 26th
Floor

    New York,
NY 10019

    Telephone:                      212-603-5700

    Facsimile:                      212-603-5710

    Attention:  Matthew
Pliskin

     

    with a
copy to:

     

    Winston
& Strawn LLP

    200 Park
Avenue

    New York,
NY 10166-4193

    Facsimile:  (212)
294-4700

    
      	
               
      

            	
              Attention:  Bradley
      C. Vaiana, Esq.

            


    

     

    or to
such other person or at such other place as the Investor may from to time
furnish to the other Parties in writing.

     

    17. Titles and
Headings.  The section
headings contained in this Agreement are solely for convenience of reference and
shall not affect the meaning or interpretation of this Agreement or of any term
or provision hereof.

     

    18. Counterparts.  This
Agreement may be executed in two (2) or more counterparts (delivery of which may
be by facsimile or via email as a portable document format (.pdf)), each of
which will be deemed an original, and it will not be necessary in making proof
of this Agreement or the terms of this Agreement to produce or account for more
than one (1) of such counterparts.

     

    19. Severability.  If
any provision of this Agreement is prohibited by law or otherwise determined to
be invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the
validity of the remaining provisions of this Agreement so long as this Agreement
as so modified continues to express, without material change, the original
intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of
the Parties or the practical realization of the benefits that would otherwise be
conferred upon the Parties.  The Parties will endeavor in good faith
negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s).

     

    20. Further
Assurances.  The Parties agree
to cooperate at all times from and after the date hereof with respect to any of
the matters described herein, and to execute such further assignments, releases,
assumptions, notifications or other documents or to take any other necessary
actions as may be reasonably requested for the purpose of giving effect to,
evidencing or giving notice of the transactions contemplated by this
Agreement.

     

    21. Governing Law; Jurisdiction;
Jury Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.  Each Party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each Party
hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.  The Company hereby reaffirms the appointment of
Empire Stock Transfer, Inc., with offices at 2470 Saint Rose Parkway, Suite 304,
Henderson, Nevada 89074, as its agent for service of process in New
York.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    [Signature Page
Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Investor and the Company have caused this Securities Redemption and Pay-off
Agreement to be duly executed as of the day and year first written
above.

     

    COMPANY

     

    CHINA
VOIP & DIGITAL TELECOM INC.

     

    By:_______________________________________

    Name:
Kunwu Li

    Title:
President & CEO

     

    INVESTOR

     

    CASTLERIGG
MASTER INVESTMENTS LTD.

     

    By:_______________________________________

    Name:

    Title:

     


    
      
        
          Signature
Page to Amended and Restated Securities Redemption and Pay-off
Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    Conversion
Notice

     

    (See
attached)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
C

     

    Certificates
of Pledged Shares

    


    
      	
              Pledgor

            	
              Name of Issuer

            	
              Number of shares

            	
              % of Shares

            	
              Class

            	
              Certificate No.

            
	
              Li
      Kun Wu

            	
              China
      VoIP & Digital Telecom, Inc.

            	
              6,200,000

               

            	
              11.71%

            	
              Common
      Stock

               

            	
              1503

            
	
              Wang
      Qing Hua

            	
              China
      VoIP & Digital Telecom, Inc.

            	
              6,200,000

            	
              11.71%

            	
              Common
      Stock

               

            	
              1504

            
	
              Yin
      Yi Xu

            	
              China
      VoIP & Digital Telecom, Inc.

            	
              2,880,000

            	
              5.44%

            	
              Common
      Stock

               

            	
              1505

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
D

     

    Certificate
of Pledged Trademarks

     

    


    
      	
              Certificate Name

            	
              Certificate No.

            	
              Date of Registration

            	
              Pledgor

            	
              Pledged Value

            
	
              商标专用权质押登记证

            	
              商标质字[2009]第076号

            	
              July
      7, 2009

            	
              · Jinan
      Yinquan Technology Co.,Ltd.

            	
              RMB
      809,900