C2 GLOBAL TECHNOLOGIES INC.
Exhibit
10.7
0000
Xxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
|
September
30,
2005
|
Laurus
Master Fund, Ltd.
c/o
Laurus Capital Management, LLC
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Gentlemen:
Reference
is made to the Amended and Restated Master Security Agreement dated as of
October 14, 2004 and amended and restated as of the date hereof, as the same
may
be further amended, modified, supplemented and restated from time to time
(the
“Security Agreement”) by and among C2 Global Technologies, Inc. (f/k/a Acceris
Communications, Inc.), a Florida corporation (“C2 Global”), C2 Communications
Technologies, Inc., a Delaware corporation (“C2 Communications”), WebtoTel Inc.,
a Delaware corporation (“WebtoTel”), CPT-1 Holdings, Inc., a Delaware
corporation (“CPT-1”), Mibridge, Inc., a Utah corproration (“Mibridge”), Acceris
Communications Corp., a Delaware corporation (“Acceris”) (each a “Company” and
collectively the “Companies”) and Laurus Master Fund, Ltd. (“Laurus”). All
capitalized terms used herein which are not defined shall have the meanings
given to them in the Security Agreement.
In
consideration of Laurus’ agreement to release its security interest in certain
assets of one or more of the Companies, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged,
as
collateral security for the Obligations, C2 Global (the parent company of
each
of C2 Communications, WebtoTel, CPT-1, Mibridge and Acceris), hereby deposits
with Laurus and grants to Laurus a security interest in the sum of One Million
Eight Hundred Thousand Dollars ($1,800,000), together with any and all interest
accruing and accrued thereon, to be held by Laurus for the uses and purposes
herein stated (this deposit to be hereinafter referred to as the “Collateral
Deposit”).
Upon
the
occurrence and during the continuance of any Event of Default or if a notice
of
any lien, levy or assessment is filed of record with respect to any assets
of
any Company by the United States or any department, agency or instrumentality
thereof, or if any taxes or debts owing at any time or times hereafter to
any
one of them becomes a lien or encumbrance upon any assets of any Company
in
Laurus’ possession or otherwise, Laurus and its successors and assigns may,
without demand of performance or advertisement or notice of any kind to or
upon
any Company (each of which demands, advertisements and/or notices are hereby
expressly waived), forthwith or at any time or times thereafter, appropriate
and
apply all or any part of the Collateral Deposit to the payment of the
Obligations.
In
addition to Laurus’ other rights hereunder, Laurus is hereby authorized to apply
the proceeds of the Collateral Deposit to regularly scheduled amortization
payments owing by the Companies to Laurus under the terms of the Secured
Convertible Term Note dated October 14, 2004 made by C2 Global in favor of
Laurus, as amended, modified, supplemented and restated from time to
time.
When
all
Obligations have been indefeasibly paid in full, the Documents have been
irrevocably terminated and the Companies have executed full releases in favor
of
Laurus in form and substance satisfactory to Laurus, any portion of the
Collateral Deposit remaining on deposit hereunder shall be returned to C2
Global.
This
letter agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns and shall be governed
by and
construed in accordance with the laws of the State of New York.
| Very truly yours, | ||
| C2 GLOBAL TECHNOLOGIES INC. | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
| ACCEPTED: | ||
| LAURUS MASTER FUND, LTD. | ||
| By: _______________________________________ | ||
| Name: | ||
| Title: | ||
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