NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...I2 Telecom International Inc • September 13th, 2005 • Radiotelephone communications • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Gregory P. McGraw (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 September 7, 2005 (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 100,000 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 $0.60, subject to adjustment hereunder.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2005 • I2 Telecom International Inc • Radiotelephone communications • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2005, 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”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...I2 Telecom International Inc • September 13th, 2005 • Radiotelephone communications • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Troon & Co. (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 September 7, 2005 (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 1,000,000 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 $0.60, subject to adjustment hereunder.
PLEDGE AGREEMENTPledge Agreement • September 13th, 2005 • I2 Telecom International Inc • Radiotelephone communications • Indiana
This PLEDGE AGREEMENT, dated as of September 7, 2005 (this “Agreement”) between i2 Telecom International, Inc., a Washington corporation (herein called the “Pledgor”), and TROON & CO., an Indiana general partnership (in its individual capacity “Troon”), for itself, as a lender, and as agent for other lenders that now are or hereafter become parties to the Loan Agreement (defined below) (“Agent”). Troon and such other lenders are individually referred to as a “Lender” and collectively as the “Lenders.”
TERM LOAN NOTETerm Loan Note • September 13th, 2005 • I2 Telecom International Inc • Radiotelephone communications
This Note evidences a Term Loan made to the Borrowers by the Lender under that certain Loan and Security Agreement, dated of even date herewith, between Borrowers and Lenders (herein, as the same may be amended, modified or supplemented, the “Loan Agreement”), and the Borrowers hereby promise to pay interest on the Term Loan evidenced hereby at the rates and at the times and in the manner specified therefor in the Loan Agreement.
TERM LOAN NOTETerm Loan Note • September 13th, 2005 • I2 Telecom International Inc • Radiotelephone communications
This Note evidences a Term Loan made to the Borrowers by the Lender under that certain Loan and Security Agreement, dated of even date herewith, between Borrowers and Lenders (herein, as the same may be amended, modified or supplemented, the “Loan Agreement”), and the Borrowers hereby promise to pay interest on the Term Loan evidenced hereby at the rates and at the times and in the manner specified therefor in the Loan Agreement.
TERM LOAN NOTEI2 Telecom International Inc • September 13th, 2005 • Radiotelephone communications
This Note evidences a Term Loan made to the Borrowers by the Lender under that certain Loan and Security Agreement, dated of even date herewith, between Borrowers and Lenders (herein, as the same may be amended, modified or supplemented, the “Loan Agreement”), and the Borrowers hereby promise to pay interest on the Term Loan evidenced hereby at the rates and at the times and in the manner specified therefor in the Loan Agreement.
LOAN AND SECURITY AGREEMENT BY AND AMONG i2 TELECOM INTERNATIONAL, INC., a Washington corporation and i2 TELECOM INTERNATIONAL, INC., a Delaware corporation AS BORROWERS AND TROON & CO., an Indiana general partnership, JORDAN E. GLAZOV, and GREGORY P....Loan and Security Agreement • September 13th, 2005 • I2 Telecom International Inc • Radiotelephone communications • Indiana
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of this day of September, 2005, by and among TROON & CO., an Indiana general partnership (“Troon”), JORDAN E. GLAZOV (“Glazov”) and GREGORY P. MCGRAW (“McGraw”; each of Troon, Glazon and McGraw is a “Lender” and together are the “Lenders”), i2 TELECOM INTERNATIONAL, INC., a Washington corporation, and i2 TELECOM INTERNATIONAL, INC., a Delaware corporation (each herein called a “Borrower” and collectively, the “Borrowers”).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • September 13th, 2005 • I2 Telecom International Inc • Radiotelephone communications • Delaware
This PATENT AND TRADEMARK SECURITY AGREEMENT (the “Security Agreement”) dated as of September 7, 2005 (the “Effective Date”), is executed by i2 TELECOM INTERNATIONAL, INC., a Washington corporation (“i2(WA)”), and i2 TELECOM INTERNATIONAL, INC., a Delaware corporation (“i2(DE)”)(collectively, i2(WA) and i2(DE) are referred to as the “Borrowers” and individually as a “Borrower”), in favor of TROON & CO., an Indiana general partnership (in its individual capacity “Troon”) for itself, as a lender, and as agent for other lenders that now are or hereafter become parties to the Loan Agreement (defined below) (“Agent”). Troon and such other lenders are individually referred to as a “Lender” and collectively as the “Lenders.”
