C2 GLOBAL TECHNOLOGIES, INC. AND CERTAIN OF ITS SUBSIDIARIES AMENDED AND RESTATED MASTER SECURITY AGREEMENTMaster Security Agreement • November 10th, 2005 • C2 Global Technologies Inc • Telegraph & other message communications • New York
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 10th, 2005 • C2 Global Technologies Inc • Telegraph & other message communications
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”) dated as of September 30, 2005 and effective at 11:59 Eastern Time on such date (the “Effective Date”), is by and among Acceris Management and Acquisition LLC, a Minnesota limited liability company (the “Buyer”), North Central Equity LLC, a Minnesota limited liability company (“Guarantor”), C2 Global Technologies Inc. f/k/a Acceris Communications Inc., a Florida corporation (“ACI”), Acceris Communications Corp., a Delaware corporation (the “Company”), and Counsel Corporation, a Canadian corporation organized under the laws of the province of Ontario (the “Parent”) (ACI and the Company are collectively the “Sellers” and ACI, Acceris and Parent are collectively the “Seller Parties”).
C2 GLOBAL TECHNOLOGIES INC.Cash Collateral Deposit Agreement • November 10th, 2005 • C2 Global Technologies Inc • Telegraph & other message communications • New York
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.
MANAGEMENT SERVICES AGREEMENT (WITH RESPECT TO SPECIFIED STATE CUSTOMER BASES)Management Services Agreement • November 10th, 2005 • C2 Global Technologies Inc • Telegraph & other message communications • Illinois
THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”) is made and entered into as of September 30, 2005 at 11:59 p.m. Eastern Time (“Effective Date”) by and among Acceris Management and Acquisition LLC, a Minnesota limited liability company (“Manager”), Acceris Communications Corp., a Delaware corporation (“Company”), and C2 Global Technologies Inc. f/k/a Acceris Communications Inc., a Florida corporation (“ACI” and, together with Company, the “Seller Parties”), and Counsel Corporation, a Canadian company organized under the laws of the province of Ontario (“Counsel”) (collectively the Company, ACI and Counsel are the “Company Parties”) and, for the sole purpose of making the guaranty contained in Section 21, North Central Equity, a Minnesota limited liability company.
