I2 Telecom International Inc Sample Contracts

Geos Communications, Inc. – GEOS COMMUNICATIONS, INC. DRAWDOWN PROMISSORY NOTE (August 16th, 2010)

This Amended and Restated Drawdown Promissory Note amends and restates in its entirety that certain Drawdown Promissory Note dated February 23, 2010 made by Maker to Payee.

Geos Communications, Inc. – Independent Auditors’ Report 3 (May 18th, 2010)
Geos Communications, Inc. – Independent Auditors’ Report 3 (May 18th, 2010)
Geos Communications, Inc. – STATE OF WASHINGTON CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF PREFERRED STOCK SERIES H (May 10th, 2010)

Pursuant to Title 23B of the Washington Business Corporation Act, the undersigned corporation hereby executes the following Certificate of Designations:

Geos Communications, Inc. – 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 SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES (March 31st, 2010)

THIS WARRANT (the “Warrant”) certifies that, for value received, ______________ (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 March 5, 2010 (the “Initial Exercise Date”) and on or prior to the three-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Geos Communications, Inc., a Washington corporation (the “Company”), up to _________ shares (the “Warrant Shares”) of Preferred Stock Series G, no par value per share, of the Company (the “Series G Preferred Shares”).  The purchase price of each Series G Preferred Share (the “Exercise Price”) under this Warrant shall be $0.50, subject to adjustment hereunder.

Geos Communications, Inc. – 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 SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES (March 29th, 2010)

THIS WARRANT (the “Warrant”) certifies that, for value received, __________________________ (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 the date hereof (the “Initial Exercise Date”) and on or prior to the three-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Geos Communications, Inc., a Washington corporation (the “Company”), up to __________ shares (the “Warrant Shares”) of common stock, no par value per share, of the Company (the “Common Stock”).  The purchase price of each Warrant Share (the “Exercise Price”) under this Warrant shall be $0.25, subject to adjustment hereunder.

Geos Communications, Inc. – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (March 11th, 2010)

This First Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of February 24, 2010 (the “Effective Date”), by and among D Mobile, Inc., a Delaware corporation (the “Company”), Jonathan Serbin (“Serbin”), Geos Communications, Inc., a Washington corporation (“Parent”), and Duo Guo Acquisition, Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).

Geos Communications, Inc. – GEOS COMMUNICATIONS, INC. DRAWDOWN PROMISSORY NOTE (February 25th, 2010)

FOR VALUE RECEIVED, the undersigned, Geos Communications, Inc., a Washington corporation (“Maker”), hereby promises to pay to the order of Butterfield Family Trust U/A/D 1/12/1999 or its successors or assigns (“Payee”), the unpaid principal balance of the Drawdowns (as defined below), together with interest thereon which shall accrue at a rate equal to twelve percent (12%) per annum.  All payments on this Drawdown Promissory Note (this “Note”) shall be due and payable in lawful money of the United States of America.

Geos Communications, Inc. – AGREEMENT AND PLAN OF MERGER among GEOS COMMUNICATIONS, INC., SHOOT IT! ACQUISITION, INC., SHOOT IT!, LLC and THE SECURITYHOLDERS OF SHOOT IT!, LLC Dated as of February 19, 2010 (February 25th, 2010)

This Agreement and Plan of Merger (this “Agreement”), dated as of February 19, 2010 is by and among Shoot It!, LLC, an Arizona limited liability company (the “Company”), the holders of the outstanding Class A Common Units of the Company (the “Class A Common Units” and the holders thereof, the “Class A Holders”), the holder of the outstanding Class B Common Units of the Company (the “Class B Common Units” and the holder thereof, the “Class B Holder”), the holders of the outstanding Series A Preferred Units of the Company (the “Preferred Units” and the holders thereof, the “Preferred Holders” and together with the Class A Holders and the Class B Holder, the “Securityholders”), Geos Communications, Inc., a Washington corporation (“Parent”), and Shoot It! Acquisition, Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

Geos Communications, Inc. – AGREEMENT AND PLAN OF MERGER among GEOS COMMUNICATIONS, INC., DUO GUO ACQUISITION, INC., D MOBILE, INC., and JONATHAN SERBIN Dated as of February 12, 2010 (February 19th, 2010)

This Agreement and Plan of Merger (this “Agreement”), dated as of February 12, 2010 is by and among D Mobile, Inc., a Delaware corporation (the “Company”), Jonathan Serbin (“Serbin”), Geos Communications, Inc., a Washington corporation (“Parent”), and Duo Guo Acquisition, Inc. a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

Geos Communications, Inc. – STATE OF WASHINGTON CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES G CONVERTIBLE PREFERRED STOCK (February 19th, 2010)

Pursuant to Title 23B of the Washington Business Corporation Act (the “WBCA”), the undersigned corporation hereby executes the following Certificate of Designations:

Geos Communications, Inc. – SUBSCRIPTION AGREEMENT FOR SERIES F CONVERTIBLE PREFERRED STOCK AND WARRANTS (February 9th, 2010)
Geos Communications, Inc. – 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 SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES (February 9th, 2010)

THIS WARRANT (the “Warrant”) certifies that, for value received, ______________ (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 ____________ (the “Initial Exercise Date”) and on or prior to the three-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Geos Communications, Inc., a Washington corporation (the “Company”), up to _________ 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 $0.625, subject to adjustment hereunder.  The dollar amounts and number of shares set forth in this Warrant reflect the Company’s 1-for-10 reverse stock split effected on May 14, 2009.

Geos Communications, Inc. – GEOS COMMUNICATIONS, INC. 2009 OMNIBUS LONG TERM INCENTIVE PLAN (January 8th, 2010)

1.1Name and Purposes.  The name of this plan is the Geos Communications, Inc. 2009 Omnibus Long Term Incentive Plan. The purpose of this Plan is to enable Geos Communications, Inc. and its Affiliates to: (i) attract and retain skilled and qualified officers, employees and Directors who are expected to contribute to the Company’s success by providing long-term incentive compensation opportunities competitive with those made available by other companies; (ii) motivate participants to achieve the long-term success and growth of the Company; (iii) facilitate ownership of shares of the Company; and (iv) align the interests of the participants with those of the Company’s Shareholders.

I2 Telecom International Inc – SECOND AMENDEMNT TO MARKETING AGREEMENT (September 10th, 2009)

The MARKETING AGREEMENT dated April 22, 2008, by and between i2Telecom International, Inc., a Washington corporation, with its principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Virenta, LLC, a Texas limited liability company, with an address at 1401 Exeter Court, Southlake, Texas 76092 (“Virenta”) is hereby further amended as follows with the remaining provisions of the Marketing Agreement remaining in full force and effect.

I2 Telecom International Inc – SUBSCRIPTION AGREEMENT FOR SERIES F CONVERTIBLE PREFERRED STOCK AND WARRANTS (September 10th, 2009)

The undersigned subscriber (“Subscriber”) hereby tenders this Subscription Agreement (this “Agreement” or (“Subscription Agreement”) in accordance with and subject to the terms and conditions set forth herein:

I2 Telecom International Inc – 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 SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES (September 10th, 2009)

THIS WARRANT (the “Warrant”) certifies that, for value received, ______________ (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 ________________ (the “Initial Exercise Date”) and on or prior to the three-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 _________ 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 $0.625, subject to adjustment hereunder.  The dollar amounts and number of shares set forth in this Warrant reflect the Company’s 1-for-10 reverse stock split effected on May 14, 2009.

I2 Telecom International Inc – MARKETING AGREEMENT (September 10th, 2009)

This MARKETING AGREEMENT (this “Agreement”) is entered into, as of April 22, 2008, by and between i2Telecom International, Inc., a Washington corporation, with its principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Virenta, LLC, a Texas limited liability company, with an address at PO BOX 92338, Southlake, Texas 76092 (“Virenta”).

I2 Telecom International Inc – EMPLOYMENT AGREEMENT (August 28th, 2009)

This Employment Agreement (“Agreement”), effective August 24, 2009, is entered into by and between i2 Telecom International, Inc. (the “Employer”), a Washington corporation, and its wholly-owned subsidiaries (the ‘Employer”), and Richard Roberson, 968 Condor Drive, Coppell, Texas 75019 (the “Employee”).

I2 Telecom International Inc – CERTIFICATE OF THE DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK, SERIES C PREFERRED STOCK AND SERIES D PREFERRED STOCK OF I2 TELECOM IP HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (July 1st, 2009)

i2 Telecom IP Holdings, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),

I2 Telecom International Inc – FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (July 1st, 2009)

This First Amendment to Subscription Agreement, dated as of June 26, 2009 (the “Amendment”), amends that certain Subscription Agreement (the “Agreement”) dated as of June 5, 2009 between Stephen F. Butterfield, Living Trust U/A/D 01/12/1999 (the “Butterfield Trust”) and i2 Telecom International, Inc., a Washington corporation (the “Company”). Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement unless otherwise noted.

I2 Telecom International Inc – AMENDEMNT TO EMPLOYMENT AGREEMENT (June 29th, 2009)

The EMPLOYMENT AGREEMENT dated April 20 2009, by and between i2Telecom International, Inc., a Washington corporation, with its principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Andrew L. Berman (“Employee”) is hereby amended as follows with the remaining provisions of the Employment Agreement remaining in full force and effect.

I2 Telecom International Inc – AMENDEMNT TO EMPLOYMENT AGREEMENT (June 29th, 2009)

The EMPLOYMENT AGREEMENT dated April 20 2009, by and between i2Telecom International, Inc., a Washington corporation, with its principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Douglas F. Bender (“Employee”) is hereby amended as follows with the remaining provisions of the Employment Agreement remaining in full force and effect.

I2 Telecom International Inc – AMENDEMNT TO EMPLOYMENT AGREEMENT (June 29th, 2009)

The EMPLOYMENT AGREEMENT dated April 20 2009, by and between i2Telecom International, Inc., a Washington corporation, with its principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Paul R. Arena (“Employee”) is hereby amended as follows with the remaining provisions of the Employment Agreement remaining in full force and effect.

I2 Telecom International Inc – AMENDEMNT TO EMPLOYMENT AGREEMENT (June 29th, 2009)

The EMPLOYMENT AGREEMENT dated April 20 2009, by and between i2Telecom International, Inc., a Washington corporation, with its principal office at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Christopher R. Miltenberger (“Employee”) is hereby amended as follows with the remaining provisions of the Employment Agreement remaining in full force and effect.

I2 Telecom International Inc – i2 TELECOM INTERNATIONAL, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN (June 25th, 2009)
I2 Telecom International Inc – AMENDED AND RESTATED WARRANT To Purchase 500,000 Shares of Common Stock of i2 TELECOM INTERNATIONAL, INC. (June 10th, 2009)

THIS AMENDED AND RESTATED WARRANT (the “Warrant”), pursuant to that certain Exchange Agreement by and between i2 Telecom International, Inc., a Washington corporation (the “Company”) and Stephen F. Butterfield, Living Trust U/A/D 01/12/1999 (the “Holder”), amends and restates in its entirety that certain Warrant issued by the Company to Holder on April 27, 2009 for up to 2,857,143 shares of common stock, no par value per share, of the Company. The dollar amounts and number of shares set forth in this Warrant reflect the Company’s 1-for-10 reverse stock split effected on May 14, 2009. Further, this Warrant certifies that, for value received, 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 June 5, 2009 (the “Initial Exercise Date”) and on or prior to the three-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe fo

I2 Telecom International Inc – WARRANT To Purchase 3,000,000 Shares of Common Stock of i2 TELECOM INTERNATIONAL, INC. (June 10th, 2009)

THIS WARRANT (the “Warrant”) certifies that, for value received, Stephen F. Butterfield, Living Trust U/A/D 01/12/1999 (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 June 5, 2009 (the “Initial Exercise Date”) and on or prior to the three-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 3,000,000 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 $0.625, subject to adjustment hereunder. The dollar amounts and number of shares set forth in this Warrant reflect the Company’s 1-for-10 reverse stock split effected on May 14, 2009.

I2 Telecom International Inc – EXCHANGE AGREEMENT (June 10th, 2009)

This Exchange Agreement (this “Agreement”) is made and agreed to be effective as of June 5, 2009 (the “Effective Date”), by and among Stephen F. Butterfield, Living Trust U/A/D 01/12/1999 (the “Holder”), and i2 Telecom International, Inc., a Washington corporation (the “Company”); the Holder and the Company are sometimes each referred to herein as a “Party” and collectively, as the “Parties”.

I2 Telecom International Inc – SUBSCRIPTION AGREEMENT FOR SERIES F CONVERTIBLE PREFERRED STOCK AND WARRANTS (June 10th, 2009)

The undersigned subscriber (“Subscriber”) hereby tenders this Subscription Agreement (this “Agreement” or (“Subscription Agreement”) in accordance with and subject to the terms and conditions set forth herein:

I2 Telecom International Inc – ARTICLES OF AMENDMENT OF i2 TELECOM INTERNATIONAL, INC. (June 10th, 2009)

Pursuant to Title 23B of the Washington Business Corporation Act, the undersigned corporation hereby executes the following Articles of Amendment:

I2 Telecom International Inc – STATE OF WASHINGTON CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF SERIES F CONVERTIBLE PREFERRED STOCK (May 28th, 2009)

Pursuant to Title 23B of the Washington Business Corporation Act, the undersigned corporation hereby executes the following Certificate of Designations:

I2 Telecom International Inc – SUBSCRIPTION AGREEMENT FOR SERIES F CONVERTIBLE PREFERRED STOCK AND WARRANTS (May 8th, 2009)

The undersigned subscriber (“Subscriber”) hereby tenders this Subscription Agreement (this “Agreement” or (“Subscription Agreement”) in accordance with and subject to the terms and conditions set forth herein:

I2 Telecom International Inc – WARRANT To Purchase ________ Shares of Common Stock of i2 TELECOM INTERNATIONAL, INC. (May 8th, 2009)

THIS WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 ________________ , 2009 (the “Initial Exercise Date”) and on or prior to the five-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 ________ 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 $0.0875, subject to adjustment hereunder.

I2 Telecom International Inc – TERM LOAN AGREEMENT (May 4th, 2009)

This Term Loan Agreement (the “Agreement”) is made and entered into as of April ___, 2009, by and between I2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”) and Holder (“Payee”), (the “Lender”) with reference to the following facts: