WARRANT To Purchase 2,600,000 Shares of Common Stock of i2 TELECOM INTERNATIONAL, INC.Warrant • July 13th, 2007 • I2 Telecom International Inc • Radiotelephone communications • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Vestal Venture Capital (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 9, 2007 (the “Initial Exercise Date”) and on or prior to the third-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from i2 Telecom International, Inc., a Washington corporation (the “Company”), up to 2,600,000 shares (the “Warrant Shares”) of common stock, no par value per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.10, subject to adjustment hereunder.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2007 • I2 Telecom International Inc • Radiotelephone communications • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 9, 2007, by and among I2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”), and each of the Persons listed on the signature pages hereto (each a “Holder” and, collectively, the “Holders”).
PLEDGE AGREEMENTPledge Agreement • July 13th, 2007 • I2 Telecom International Inc • Radiotelephone communications • Indiana
This PLEDGE AGREEMENT, dated as of July 9, 2007 (this “Agreement”) between i2 Telecom International, Inc., a Washington corporation (herein called the “Pledgor”), and Vestal Venture Capital, (“Payee”) located at 6471 Enclave Way, Boca Raton, Florida 33496 for itself, as lender, and as agent for other lenders that now are or hereafter become parties to the Loan Agreement (defined below) (“Agent”). Vestal Venture Capital and such other lenders are individually referred to as a “Lender” and collectively as the “Lenders” and the Pledgor and Payee are collectively referred to as the “Parties”.
GUARANTYGuaranty • July 13th, 2007 • I2 Telecom International Inc • Radiotelephone communications
In order to induce VESTAL VENTURE CAPITAL, having its principal place of business in Boca Raton, Florida (“Lender”), to loan the principal amount of Six Hundred Fifty Thousand and No/100 Dollars ($650,000.00) to I2 TELECOM INTERNATIONAL, INC., a Washington corporation (“Borrower”), evidenced by that certain Promissory Note executed by Borrower contemporaneously herewith (the “Note”), PAUL R. ARENA (the “undersigned”) hereby irrevocably, unconditionally, and absolutely guarantees the due performance and punctual payment in full of all obligations and all costs, including attorneys’ fees, arising out of Borrower’s obligations under the Note (all such obligations, costs, expenses and liabilities being hereinafter referred to as the “Obligations”), pursuant to the terms and conditions set forth herein.
LOAN S U B O R D I N A T I O N A G R E E M E N TSubordination Agreement • July 13th, 2007 • I2 Telecom International Inc • Radiotelephone communications • Georgia
THIS SECOND LOAN SUBORDINATION AGREEMENT is made the 9th day of July, 2007 between UNIVERSITY BANK, (the “Lender”) having its registered office at 2015 Washtenaw Avenue, Ann Arbor, MI 48104 and i2 TELECOM INTERNATIONAL, INC., (the “Borrower”) having its registered office at 5070 Old Ellis Point Road, Suite 110, Roswell, GA 30076.
TERM LOAN AGREEMENTTerm Loan Agreement • July 13th, 2007 • I2 Telecom International Inc • Radiotelephone communications
This Term Loan Agreement (the “Agreement”) is made and entered into as of July 9, 2007, by and between I2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”) and VESTAL VENTURE CAPITAL located at 6471 Enclave Way, Boca Raton, Florida 33496, (the “Lender”) with reference to the following facts:
