21
002.948704.2
Note Purchase Agreement
January __, 2007
Dear Sirs:
The undersigned, i2 Telecom International, Inc., a Washington corporation (the
"Company"), hereby agrees with you as follows:
Section 1. Authorization of issue. The Company will authorize the issue of
up to $2,000,000 in aggregate principal amount of its 6% Senior Secured
Subordinated Convertible Notes (the "Convertible Notes" or "Notes"). The
Convertible Notes shall, with appropriate insertions, be substantially in the
form attached as Exhibit A hereto, and shall mature on July __, 2007.
Section 2. Issuance of convertible notes. (a) Acquisition of convertible
notes. The Company agrees to sell to you, and subject to the terms and
conditions herein set forth, you agree to purchase from the Company, Convertible
Notes in the aggregate principal amount of $____________. The date on which such
purchase and delivery is to be made is herein called the "Closing Date." On the
Closing Date, the Company will deliver to you the Convertible Notes in
accordance with paragraph (b) of this Section 2 at any place and time agreed
upon by you and Company, against payment of the purchase price therefor by a
check payable to the order of the Company in U.S. funds. The purchase price
shall be an amount equal to 100 percent of the aggregate principal amount of the
Convertible Notes to be purchased by you on such Closing Date.
(b) Delivery of convertible notes; closing date. On the Closing Date,
the Company shall deliver to you Convertible Notes in the aggregate
principal amount of $___________ dated as of the Closing Date and
registered in your name or to the order of your nominee.
(c) Securities Act. The Company agrees that it will not, either
directly or through any agent, sell or offer any of the Convertible Notes
or substantially similar securities to, or solicit any offers to buy any
thereof from, or otherwise approach or negotiate in respect thereof with,
such number or character of persons, or in such manner, as would result in
making the issuance or sale of the Convertible Notes a violation of the
provisions of the Securities Act of 1933, as amended (the "Securities
Act").
(d) Purchase for investment. You represent to the Company, and in
issuing the Convertible Notes to you on the Closing Date it is specifically
understood between you and the Company, that you are acquiring the
Convertible Notes for your own account, for the purpose of investment, and
not with a view to the distribution or resale of any thereof.
Section 3. Conditions. Your obligation to purchase and pay for the
Convertible Notes to be purchased by you on the Closing Date is subject to the
accuracy and correctness of the Company's representations and warranties
contained in this Agreement, and shall be subject to the satisfaction, on or
before the Closing Date, of the following further conditions:
(a) Officers' certificate. The representations and warranties
contained in Section 4 shall (except to the extent of changes caused by
transactions contemplated in or expressly
permitted by this Agreement) be true in all material respects on and as of
the Closing Date with the same effect as though such representations and
warranties were originally made on and as of such date; there shall exist
on such Closing Date no condition, event or act which constitutes an event
of default specified in this Agreement and no condition, event or act
which, with notice or lapse of time or both, would constitute such an event
of default; all covenants and agreements to be performed by the Company
hereunder on or before such Closing Date shall have been duly performed;
and the Company shall deliver to you a certificate, signed by its President
or a Vice President and its Secretary or an Assistant Secretary, dated as
of such Closing Date to each such effect.
(b) Proceedings and documents. All corporate and other proceedings
taken in connection with the transactions contemplated by this Agreement,
and all documents incident thereto, shall be satisfactory in form and
substance to you, and you shall have received copies of all documents and
records which you or special counsel may reasonably request.
Section 4. Representations and warranties. The Company hereby represents and
warrants that:
(a) Financial statements. The financial statements of the Company and
its subsidiaries for the period ended September 30, 2006 and which the
Company has previously furnished to you are true and correct and have been
prepared in accordance with generally accepted accounting principles
consistently followed throughout the periods involved. The consolidated
balance sheets and the related notes fairly present the financial position
of the Company and its consolidated subsidiaries as of the respective dates
thereof, and the consolidated statements of income and retained earnings
and the related notes fairly present the results of the operations of the
Company and such subsidiaries for the respective periods indicated. There
has been no material adverse change in the condition, financial or
otherwise, of the Company and its subsidiary taken as a whole since
September 30, 2006.
(b) Organization, standing, and qualification of company. The Company
is a corporation duly organized and existing and in good standing under the
laws of the State of Washington, and has the corporate power to own its
properties and to carry on its business as now being conducted and as
proposed to be conducted. The Company is qualified to do business as a
foreign corporation and is in good standing in every jurisdiction in which
such qualification is necessary under applicable provisions of law.
(c) Organization, standing, and qualification of subsidiary. Exhibit B
annexed hereto correctly sets forth the name of the subsidiary of the
Company. The subsidiary has been duly incorporated and is existing in good
standing under the laws of its jurisdiction of incorporation, has the
corporate power to own its properties and to carry on its business as now
being conducted and as proposed to be conducted, and is qualified to do
business as a foreign corporation and is in good standing in every
jurisdiction in which such qualification is necessary under applicable
provisions of law. All of the outstanding shares of the capital stock of
each class of the subsidiary has been validly issued, are fully paid and
nonassessable, and are wholly owned by the Company free and clear of all
liens, charges, security interests or encumbrances with the exception of
any directors' qualifying shares required by law.
(d) Litigation. There are no actions, suits or proceedings pending or,
to the Company's knowledge, threatened against or affecting the Company or
any of its subsidiaries
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which may result in any material adverse change in their business,
properties or condition with exception of former employee claims which are
less than $200,000 in the aggregate.
(e) Title and liens. The real property and all the other property and
assets of the Company are free from all liens, charges, security interests,
and encumbrances, except for liens, charges, security interests with Troon
& Co. and University Bank; and, except as aforesaid, the Company and its
subsidiaries, respectively, have good record and marketable title in fee
simple absolute to all the real property, and good and marketable title to
all other property and assets, included in their most recent consolidated
balance sheet furnished to you or subsequently acquired by the Company or
any of its subsidiaries, except property and assets subsequently sold or
otherwise disposed of in the ordinary course of business.
(f) Leases. The Company and its subsidiary enjoy peaceful and
undisturbed possession under all of the leases to which any of them is a
party or under which any of them is operating. All of such leases are valid
and subsisting and none of them is in default.
(g) Conflicting agreements and charter provisions. Neither the
execution and delivery of this Agreement, the Convertible Notes or any
other documents to be delivered by the Company hereunder, the consummation
of the transactions herein or therein contemplated, the fulfillment of the
terms hereof or thereof, nor compliance with the terms and provisions
hereof or thereof, will conflict with or result in a breach of any of the
terms, conditions, or provisions of any corporate restriction or of any
agreement or instrument to which the Company or any of its subsidiaries is
now a party or by which any of them is bound, or constitute a default
thereunder, or result in the creation or imposition of any lien, charge,
security interest, or encumbrance of any nature whatsoever upon any of the
property or assets of the Company or any of its subsidiaries pursuant to
the terms of any such agreement or instrument.
(h) Income tax returns. The Company and its subsidiary have filed all
required federal, state, and local tax returns, and have paid or provided
for payment of, all taxes as shown on said returns or pursuant to any
assessment received by the Company, or its subsidiary, and do not know of
any proposed assessment of additional taxes or any basis therefor. There
has been no audit of the Company's tax returns.
(i) Issuance of convertible notes. Upon receipt by the Company of
payment for the Convertible Notes as provided herein, the Convertible Notes
and the shares issuable upon the conversion of the Convertible Notes will
have been duly authorized, executed, and issued and will constitute the
Company's valid and legally binding obligations enforceable in accordance
with their terms and will be entitled to the benefits provided by this
Agreement.
(j) Authorized and outstanding capital stock. The Company's authorized
capital stock consists of (i) 5,000,000 shares of Preferred Stock, no par
value, of which 4,495 shares were outstanding on December 14, 2006 and (ii)
250,000,000 shares of common stock, no par value (the "Common Stock"), of
which 161,564,855 shares of Common Stock were outstanding on December 14,
2006, of which 100,000,000 shares are being held in escrow as additional
collateral against a $1,500,000 outstanding loan. All of the Company's
outstanding Common Stock has been duly and validly authorized and issued
and is full paid and nonassessable. The shares of Common Stock initially to
be reserved for issuance and to be issued upon conversion of the
Convertible Notes pursuant to this Agreement have been duly and validly
authorized and are sufficient in number for the conversion of all the
Convertible Notes at the initial conversion price.
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The Company has granted or issued, or agreed to grant or issue no
options or warrants or similar rights to others to acquire or receive any
of its authorized but unissued shares of either Preferred or Common Stock,
or securities convertible into its Common Stock other than (i) the
Convertible Notes to be issued pursuant to this Agreement, (ii) options
granted pursuant to the Company's Qualified Stock Option Plan and warrants
to purchase 48,963,753 shares of the Company's Common Stock at an average
exercise price of $.36 each as of September 30, 2006. The Company held zero
shares of its Common Stock in its treasury as of September 30, 2006.
(k) The Company is not in default, and there are no circumstances with
the passage of time that will result in a default under any agreements to
which the Company is a party.
(l) The Company shall provide "Piggyback" registration rights for the
Shares and the Warrants on its next Registration Statement filing or the
earlier of 60 days of a Closing Date, which Registration Statement shall be
declared effective within 90 days of such Closing Date (120 days if
reviewed by the SEC) or is unavailable to the Investors for more than
twenty (20) days during a 365-day period, the following penalties will be
incurred; (i) a 2.0% penalty per month will be assessed until the
Registration Statement is declared effective or becomes available. The
penalty will be payable monthly in cash, and (ii) for each $1,000 of Notes
outstanding, the Note holders shall receive 500 warrants to purchase Common
Stock in the Company exercisable at $.12 each for a period of 3 years as a
penalty per month which will be assessed until the Registration Statement
is declared effective or becomes available. This provision will be subject
to force majeure.
Section 5. Interest payments and redemptions. (a) Interest payments on
convertible notes. The Convertible Notes shall be dated as of the Closing
Date(s) and shall bear interest at the rate of six percent per annum from the
Closing Date. Interest shall be computed on the basis of a 360-day year, 30-day
month. On July __ 2007, the Company shall pay accrued interest on the
Convertible Notes to such payment dates. The interest payment may be made in
cash or Common Stock at the discretion of the Company, based on a share price of
$.12 per common share.
Section 6. Optional Conversion of Convertible Notes. (a) Right to convert;
conversion price. Subject to and upon compliance with the provisions hereof, the
holder of any Convertible Note shall have the right, at any time until such
Convertible Note has been paid in full, to convert all or any portion of the
unpaid amount of such Convertible Note into Common Stock of the Company at a
price of $.12 per share, or in case an adjustment of such initial conversion
price has taken place pursuant to the further provisions of this Section 6, then
at the price as last adjusted and in effect at the date such Convertible Note or
portion thereof is surrendered for conversion (the initial conversion price or
such price as last adjusted, as the case may be, being referred to herein as the
"Conversion Price"); provided, however, that in no event shall the Conversion
Price be reduced below the then applicable par value of the Company's Common
Stock. The number of shares of the Company's Common Stock into which any
Convertible Note is convertible shall be subject to adjustment pursuant to the
further provisions of this Section 6. The number of such shares into which a
portion of any Convertible Note is convertible shall be that proportion of the
total number of such shares, as adjusted, into which such Convertible Note
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is then convertible which the principal amount of such portion to be so
converted bears to the then unpaid principal amount of such Convertible Note. In
order to convert any Convertible Note, the holder thereof shall surrender the
Convertible Note to the Company at its office in Roswell, GA (or any other
office or agency of the Company that it designates by notice in writing to the
holders of the Convertible Notes), accompanied by a written statement
designating the principal amount of such Convertible Note, or portion thereof,
to be so converted. In the case of any Convertible Note which is converted in
part only, the Company shall, upon such conversion, execute and deliver to the
holder thereof, at the Company's expense, a new Convertible Note or Convertible
Notes of authorized denominations in principal amount equal to the unconverted
portion of such Convertible Note.
(b) Issue of common stock; continuing obligation. Within a reasonable
time, not exceeding five business days after the receipt of the written
statement referred to in subsection 6(a), the Company shall issue and
deliver to the holder thereof (hereinafter in this subsection, the term
"holder" shall include the nominee of any such holder), registered in the
holder's name, a certificate or certificates for the number of full shares
of Common Stock issuable upon the conversion of such Convertible Note (or
specified portion thereof), bearing the restrictive legend required by
subsection 6(h). To the extent permitted by law, such conversion shall be
deemed to have been effected and the conversion price and the number of
shares of Common Stock issuable in connection with such conversion shall be
determined as of the close of business on the date on which such written
statement shall have been received by the Company and such Convertible Note
shall have been surrendered as aforesaid, and at such time the rights of
the holder of such Convertible Note (or specified portion thereof) as such
holder shall cease, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable
upon such conversion shall be deemed to have become the holder or holders
of record of the shares represented thereby. The Company will, at the time
of such conversion, in whole or in part, upon request of the holder of such
Convertible Note, acknowledge in writing its continuing obligation to such
holder in respect of any rights (including, without limitation, any right
of registration of the shares of Common Stock issued upon such conversion)
to which such holder shall continue to be entitled under this Agreement
after such conversion; provided, that the failure of such holder to make
any such requests shall not affect the continuing obligation of the Company
to such holder in respect of such rights.
(c) Dividends and interests. No payment or adjustments shall be made
upon any conversion on account of any cash dividends on the Common Stock
issued upon such conversion. The Company shall pay all interest on the
Convertible Note surrendered for conversion accrued to the date, in the
form of cash or shares of Common Stock at the discretion of the Company,
based on a share price of $.12 per share, upon which the above-mentioned
written statement has been received by the Company.
(d) Anti-dilution provisions. A. Adjustment of conversion price. The
Conversion Price shall be subject to adjustment from time to time only as
follows:
(1) If shares of Common Stock are issued as a dividend or other
distribution on any class of stock of the Company, the Conversion
Price which would otherwise be in effect at the opening of business on
the day following the date fixed for determination of stockholders
entitled to receive such dividend or other distribution shall be
reduced by multiplying such Conversion Price by a fraction of which
the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or
other distribution, such reduction to become effective immediately
after the opening of business on the day following the date fixed for
such determination. For the purpose of this paragraph (1), the number
of shares at any time outstanding shall include shares held by the
Company if such dividend or distribution is paid or made in respect
thereof.
(2) If the Common Stock is subdivided into a greater or combined
into a lesser number of shares of Common Stock, the Conversion Price
in effect immediately prior thereto, or immediately prior to the
record date for such subdivision or combination if a record date is
fixed, shall be proportionately adjusted so that it will bear the same
relation to the Conversion Price in effect immediately prior to such
subdivision or combination, or such record date, as the total number
of shares of Common Stock outstanding immediately prior to such
subdivision or combination, or such record date shall bear to the
total number of shares of Common Stock outstanding immediately after
such subdivision or combination or such record date. For purposes of
this paragraph (2), the number of shares at any time outstanding shall
include shares held by the Company if such subdivision or combination
affects such shares.
(3) In case of any capital reorganization of the Company, or of
any reclassification of the Common Stock, or in case of the
consolidation of the Company with, or the merger of the Company into,
any other corporation or of the sale of all or substantially all of
the Company's properties and assets to any other corporation, each
Convertible Note shall after such capital reorganization,
reclassification, consolidation, merger, or sale entitle the holder to
receive upon conversion the number of shares of stock or other
securities or property of the Company, or of the corporation resulting
from such consolidation or surviving such merger or to which such sale
shall be made, as the case may be, to which the holder of securities
deliverable (at the time of such capital reorganization,
reclassification, consolidation, merger, or sale) upon conversion of
such Convertible Note would have been entitled upon such capital
reorganization, reclassification, consolidation, merger or sale; and
in any such case the provisions of this Section 6(d) with respect to
the rights and interests thereafter of the holders of Convertible
Notes shall be appropriately adjusted so as to be applicable, as
nearly as may reasonably be, to any shares of stock or other
securities or any property thereafter deliverable on the conversion of
the Convertible Notes. Any such adjustment which shall be approved by
the Company's Board of Directors shall for all purposes of this
paragraph conclusively be deemed to be an appropriate adjustment. The
subdivision or combination of shares of Common Stock deliverable upon
conversion of the Convertible Notes at any time outstanding into a
greater or lesser number of shares of Common Stock (whether with or
without par value) shall not be deemed to be a reclassification of the
Common Stock for the purposes of this paragraph.
(4) For the purposes of any adjustment of the Conversion Price
pursuant to this Section 6(d), the following provisions shall be
applicable:
(a) in case of the issuance of Common Stock for a consideration
part or all of which shall be cash (including such issuance upon
exercise of rights, warrants or options, granted without
consideration, to subscribe for or purchase such shares), the amount
of the cash consideration shall be the amount of such
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cash received by the Company, provided that no deduction shall be made
for any commissions, discounts or expenses incurred by the Company for
any underwriting of the issue or otherwise in connection therewith;
and
(b) in case of the issuance of Common Stock for a consideration
in whole or in part other than cash, the consideration other than cash
shall be deemed to be the lower of the fair value thereof as
determined by the Board of Directors of the Company or the value of
the shares issued based on the Current Market Value of the Common
Stock (determined as provided in Section 6(d)(F)).
(5) For the purpose of this Section 6(d)(A), shares of Common
Stock or other securities held in the treasury of the Company shall
not be deemed to be outstanding, except as specifically provided
herein, and the sale or other disposition of any shares of Common
Stock or other securities held in the treasury of the Company shall be
deemed an issuance thereof.
B. In any case in which this Section 6(d) requires that an adjustment shall
become effective immediately after a record date for an event, the Company may
defer until the occurrence of such event (i) issuing to the holder of a
Convertible Note converted after such record date and before the occurrence of
such event the additional shares issuable upon such conversion by reason of the
adjustment required by such event over and above the shares issuable upon such
conversion before giving effect to such adjustment and (ii) paying to such
holder any amount in cash in lieu of a fractional share pursuant to Section
6(d)(F); provided, however, that the Company shall deliver to such holder a due
xxxx or other appropriate instrument evidencing such holders' right to receive
such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.
C. Whenever the Conversion Price is adjusted as herein provided, the
Company shall also adjust the Conversion Prices to be in effect for subsequent
Conversion Periods, and shall compute the adjusted Conversion Prices in
accordance with Section 6(d)(A) and shall prepare a certificate signed by the
Chairman of the Board, the President or a Vice President and by a Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company
setting forth the adjusted Conversion Prices and showing in reasonable detail
the facts (and computations) upon which such adjustments are based, and such
certificate, as well as any accountants' certificate provided for in Section
6(d)(A)(8) on which the Company has relied in making such adjustments, shall
forthwith be mailed (by first class mail postage prepaid) to each registered
holder of a Convertible Note at such holder's last address as shown on the
register of the Company.
D. The form of Convertible Note Certificate need not be changed because of
any change in the Conversion Prices and Convertible Note Certificates issued
before or after such change, and may state the same Conversion Prices as stated
in the Convertible Note Certificates theretofore issued pursuant to this
Agreement, however, the Company may at any time in its sole discretion (which
shall be conclusive) make any change in the form of Convertible Note Certificate
that it may deem appropriate; and any Convertible Note Certificates thereafter
issued may be in the form as so changed.
E. Anything contained herein to the contrary notwithstanding, the Company
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shall not be required to issue any fraction of a share in connection with the
conversion of Convertible Notes, but in any case where any holder of a
Convertible Note Certificate would, except for the provisions of this paragraph
F, be entitled under the terms of this Agreement to receive a fraction of a
share upon the conversion of Convertible Notes, the Company shall pay a sum in
cash equal to such fraction multiplied by the Current Market Value of the shares
(determined as provided in Section 6(d)(F) except that the Current Market Value
shall be deemed to be the market price for the business day next preceding the
day of conversion), unless the Board of Directors of the Company shall determine
to adjust fractional shares by the issue of scrip of the Company in respect of
such fraction or in some other manner.
F. For the purposes of any computation under this subsection 6(d), the
"Current Market Value" of Common Stock per share or of any other security
(herein collectively referred to as a "security") at the date therein specified
shall be deemed to be the average of the daily market prices for the 20
consecutive business days commencing 30 business days before such date. The
market price for each such business day shall be the last reported trade price
on such day, as reported by a reputable quotation source designated by the
Company.
(e) Shares issuable upon conversion. The Company covenants and agrees
that all shares of Common Stock which are issued upon the conversion of all
outstanding Convertible Notes will, upon issuance, be duly and validly
issued and fully paid and nonassessable and free from all taxes, liens, and
charges with respect to the issue thereof. The Company further covenants
and agrees that it will at all times have authorized, and reserved and kept
available solely for the purpose of issue upon the conversion of
Convertible Notes as herein provided, a sufficient number of shares of its
Common Stock as are then issuable upon the conversion of all outstanding
Convertible Notes.
(f) Registration, approval or listing of common stock. If any shares
of Common Stock required to be reserved for purposes of conversion of
Convertible Notes hereunder require registration with or approval of any
governmental authority under any federal (other than the Securities Act or
similar federal statute than in force) or state law, or listing on any
national securities exchange, before such shares may be issued upon
conversion, the Company will, at its expense, as expeditiously as possible
exercise its best efforts to cause such shares to be duly registered or
approved or listed on the relevant national securities exchange, as the
case may be. Shares of Common Stock issued upon conversion of the
Convertible Notes shall be registered by the Company under the Securities
Act if required by subsection (h) below and subject to the conditions
stated therein.
(g) Issuance tax and expenses. The Company shall pay all expenses,
issuance taxes and other charges payable in connection with the
preparation, execution and delivery of certificates for Common Stock
issuable upon each conversion of the Convertible Notes, except that, if any
such certificate is registered in a name or names other than the name of
the holder of such Convertible Note, funds sufficient to pay all stock
transfer taxes which are payable upon the execution and delivery of such
certificate shall be paid by such holder to the Company when such
Convertible Note is surrendered for conversion.
(h) A. Legend; restrictions on conversion and transfer. Each
Convertible Note issued pursuant to this Agreement shall be stamped or
otherwise imprinted with a legend in substantially the following form:
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"This Note, and any shares or other securities acquired upon the conversion
of this Note, have not been registered under the Securities Act of 1933 and
may be offered and sold or transferred only if registered pursuant to the
provisions of that Act or if an exemption, supported by an opinion of
counsel, from registration is available."
Each stock certificate issued upon the conversion of any Convertible
Note except as permitted by this Section 6 shall be stamped or imprinted
with a legend in substantially the following form:
" These securities have not been registered under the Securities Act of
1933 and may be offered and sold or transferred only if registered pursuant
to the provisions of that Act or if an exemption, supported by an opinion
of counsel, from registration is available."
The outstanding stock of the Company evidenced by a certificate or
certificates bearing such legend is herein sometimes called "Legend Stock."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public distribution under a registration statement of the
securities represented thereby) shall also bear such legend unless in the
opinion of such holder's counsel specified in Clause B below (addressed to
such holder), the securities represented thereby need no longer be subject
to the restrictions contained in this Section 6. The provisions of this
Section 6 shall be binding upon all subsequent holders of Legend Stock, and
shall also be applicable to and inure to the benefit of all subsequent
holders of the Convertible Notes.
B. Notice of intention to convert or transfer; opinions of counsel;
registration required by holders of convertible notes. The Convertible Notes and
the Legend Stock to be issued upon conversion thereof shall not be transferable
except upon the conditions specified in this subsection 6(h)(B). Each holder of
any Convertible Note or Legend Stock, by acceptance thereof, agrees, prior to
any transfer of such Convertible Note or Legend Stock or concurrently with any
conversion of such Convertible Note, to give written notice to the Company
expressing such holder's intention to effect such transfer or conversion and
describing briefly the manner of the proposed transfer or, in the case of such
conversion, such holder's intention as to the disposition (and the intended
method thereof) or retention to be made of Common Stock issuable upon the
proposed conversion, together, if registration of such Convertible Note or
Legend Stock or Common Stock is deemed unnecessary, with a copy of the opinion
of counsel selected by such holder and reasonably satisfactory to the Company
(addressed to such holder) as to the nonnecessity for registration under the
Securities Act of such Convertible Note or Legend Stock or Common Stock in
connection with such proposed transfer or disposition or retention upon such
proposed conversion. The following provisions shall apply:
(1) If in the opinion of such counsel, the proposed transfer of such
Convertible Note or Legend Stock, or the proposed disposition or retention
of Common Stock to be issued upon such conversion, may be effected without
such registration of such Convertible Note or of such Legend Stock or of
such Common Stock under the Securities Act, such holder shall be entitled
to transfer such Convertible Note or Legend Stock or to dispose of or
retain such Common Stock to be issued upon conversion, all in accordance
with the terms of the notice delivered by such holder to the Company.
Unless in the opinion of such counsel subsequent disposition by such holder
or by others of the Common Stock to be issued upon conversion or of the
Legend Stock to be so transferred may require such registration, the
Company will promptly upon such conversion or transfer deliver certificates
for Common Stock not bearing
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a legend of the character set forth in the first sentence of this
subsection (h), all as contemplated by such form of legend.
(2) If the proposed transfer of such Convertible Note or Legend Stock,
or the proposed disposition (including retention) of the Common Stock to be
issued upon such conversion, may not be effected without such registration
of such Convertible Note, Legend Stock, or such Common Stock, (i) the
holder thereof shall not be entitled to transfer such Convertible Note or
such Legend Stock until such registration is in effect, and (ii) the
Company shall promptly give written notice to all holders of outstanding
Convertible Notes and or Legend Stock of a possible registration of Legend
Stock under the Securities Act.
C. "Piggyback" registrations. The Company shall provide "Piggyback"
registration rights for the Shares and the Warrants on its next Registration
Statement filing or the earlier of 60 days of a Closing Date, which Registration
Statement shall be declared effective within 90 days of such Closing Date (120
days if reviewed by the SEC) or is unavailable to the Investors for more than
twenty (20) days during a 365-day period, the following penalties will be
incurred; (i) a 2.0% penalty per month will be assessed until the Registration
Statement is declared effective or becomes available. The penalty will be
payable monthly in cash, and (ii) for each $1,000 of Notes outstanding, the Note
holders shall receive 500 warrants to purchase Common Stock in the Company
exercisable at $.12 each for a period of 3 years as a penalty per month which
will be assessed until the Registration Statement is declared effective or
becomes available. This provision will be subject to force majeure.
D. Payment of registration expenses. With respect to any registration
statement filed pursuant to clause C of this Section 6(h), the Company shall
bear all the costs and expenses incidental thereto, with the exception of the
filing fees of the National Association of Securities Dealers, Inc., the
registration fee payable to the Securities and Exchange Commission, the blue sky
fees and expenses, and transfer taxes attributable to the Legend Stock being
included, which fees and expenses shall be borne by the holders of such Legend
Stock.
E. Information to be furnished. Notices and requests delivered pursuant to
this Section 6(h)E shall contain such information regarding the Legend Stock and
the intended method of disposition thereof as shall reasonably be required in
connection with the action to be taken.
F. Exchange of stock certificates. As expeditiously as possible after the
effectiveness of any registration pursuant to this Section 6(h), the Company
will deliver in exchange for any certificates representing shares of Legend
Stock so registered, new common stock certificates not bearing the legend set
forth above.
G. Indemnification. (1) In the event of any registration pursuant to this
Section 6(h)G, the Company will indemnify each holder of Legend Stock so
registered and each other person, if any, who controls such holder within the
meaning of the Securities Act and each other person (including underwriters) who
participates in the offering of such Legend Stock against any losses, claims,
damages, or liabilities, joint or several, to which such holder or controlling
person or participating person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, or liabilities (or
proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained, on the
effective date thereof, in any registration statement under which such Legend
Stock was registered under the Securities Act ("Registration Statement"), in any
preliminary prospectus or
10
final prospectus contained therein, or in any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse such holder and each such
controlling person or participating person for any legal or any other expenses
reasonably incurred by such holder or such controlling person or participating
person in connection with investigating or defending any such loss, claim,
damage, liability, or proceeding; provided, that the Company will not be liable
in any such case to the extent that any such loss, claim, damage, or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, said
preliminary or final prospectus or said amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by an
instrument with respect to such holder or person duly executed by such holder or
person specifically for use in the preparation thereof.
(2) Each holder of Legend Stock included in the Registration Statement
shall agree to indemnify and hold harmless the Company and each person, if any
(including underwriters), who participate in the offering to the same extent as
the foregoing indemnity from the Company but only with respect to any
information furnished in writing by or on behalf of and with respect to such
holder expressly for use in any preliminary prospectus, the Registration
Statement or any amendment or supplement thereof. In case any action shall be
brought against the Company or any underwriter or any other person so
indemnified based on any preliminary prospectus, the Registration Statement or
prospectus or any amendment or supplement thereof or any application, and in
respect of which indemnity may be sought against the holder of Legend Stock,
such holder shall have the rights and duties given to the Company by the
provisions in the preceding paragraph.
H. Survival of obligations. The obligations of the Company contained in
this Section 6(h) shall survive payment in full of the Convertible Notes.
I. The Company will keep any Registration Statement filed pursuant to
this Section 6(h)I current for a period of one hundred twenty (120) days or
until the Holder or Holders have completed the distribution described in the
registration statement relating thereto or the Registrable Securities are
eligible to be sold or transferred under Rule 144(k) (or similar provisions then
in effect) promulgated by the SEC under the 1933 Act, whichever first occurs.
Section 7. Mandatory Conversion of Convertible Notes. The Notes will
automatically convert into Common Stock if any of the following events occur:
(i) the Shares become registered and freely trading, or (ii) the financial
Closing by the Company of $10,000,000 or more.
Section 8. Seniority. The Notes shall be secured by all assets of the
Company and its subsidiaries, however, subordinate to a $1,200,000 senior loan,
a $1,000,000 secure loan and pari-passu with $2,000,000 of Convertible
Debentures. All future debt securities issued by the Company will be subordinate
in right of payment to the Convertible Notes; provided, however, that the
Company may raise up to $1.0 million of senior indebtness that ranks pari passu
with the Convertible Notes in the future.
Section 9. Affirmative covenants of company. The Company covenants and
agrees that, so long as any of the Convertible Notes shall be outstanding:
(a) Insurance. The Company will maintain or cause to be maintained
with well
11
rated and reputable insurers, insurance with respect to its properties and
business and the properties and businesses of its subsidiaries against such
risks (including, without limitation, risks of business interruption),
casualties and contingencies and of such types and in such amounts as is
customary in the case of corporations engaged in the same or similar
business or having similar properties.
(b) Notice of event of default. If any officer of the Company obtains
knowledge of the occurrence of any event of default specified in this
Agreement which has not been cured, or if the holder of any of the
Convertible Notes demands payment of such Convertible Notes or takes any
other action permitted upon the occurrence and continuance of such an event
of default, the Company will at once give notice to every other holder of
the Convertible Notes, specifying the nature of such demand or of such
event of default or of such action, as the case may be.
(c) Notices of certain events. The Company agrees to give notice to
the holders of the Convertible Notes within twenty days after it has filed
with the Securities and Exchange Commission an application to register any
of the securities of the Company pursuant to the Securities and Exchange
Act of 1934 (the "Exchange Act"), or any comparable federal statute. The
Company agrees to review its stock ledgers, stock transfer books and other
corporate records periodically (and not less often than once in each
calendar quarter) in order to determine whether you are or shall have
become, directly or indirectly, the beneficial owner of more than such
percentage of any class of its equity securities (as defined in the
Exchange Act) as shall cause you to be required to make any filings or
declarations to the Company, the Securities and Exchange Commission
pursuant to any provision of the Exchange Act or any comparable federal
statute, and the Company will give prompt notice to you whenever it shall
have determined, upon the basis of the information disclosed by any such
review, that you are or have become such a holder, which notice shall also
specify the information upon which the Company bases such determinations.
(d) Payment of taxes, etc. The Company will pay, and will cause each
of its subsidiaries to pay, before they become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed
upon it or its property, and
(ii) all claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like persons which, if unpaid, might
result in the creation of a lien upon its property.
Neither the Company nor its subsidiary shall be required to pay any such
tax, assessment, charge, levy, claim or demand if the amount, applicability
or validity thereof shall currently be contested in good faith by
appropriate proceedings and if the Company or such subsidiary, as the case
may be, shall have set aside on its books reserves in accordance with
generally accepted accounting principles deemed by its independent public
accountants to be adequate with respect thereto.
(e) Books and records. The Company will at all times keep, and will
cause each of its subsidiaries to keep, in accordance with generally
accepted accounting principles, true and complete books and records in
connection with its assets and operations.
(f) Preservation of properties. The Company will at all times keep its
12
properties, and will cause its subsidiary to keep its properties, whether
owned in fee or otherwise, or leased, in good operating condition, and from
time to time will make, and will cause its subsidiary to make, all proper
repairs, renewals, replacements, additions and improvements thereto needed
to maintain such properties in good operating condition, will at all times
comply with, and will cause its subsidiary to comply with, the provisions
of all material leases to which it or its subsidiary is a party or under
which it or its subsidiary occupies property so as to prevent any loss or
forfeiture thereof or thereunder, and at all times will comply with, and
will cause its subsidiary to comply with, all laws, rules, regulations, and
orders applicable to the properties or business or any part thereof of it
or its subsidiary.
Section 10. Use of proceeds. The Company represents and warrants that the
net proceeds of the sale of the Convertible Notes will be added to the general
funds of the Company and be used for working capital or to complete pending
acquisitions.
Section 11. Exchange, transfer, or replacement of convertible notes. At the
request of a holder of Convertible Notes, the Company at its own expense will
issue, upon transfer and surrender, or in exchange or replacement, of
Convertible Notes or mutilated portions thereof, new Convertible Notes of the
same tenor (except, in the case of a transfer, for the payee thereof) as, and in
an aggregate principal amount not exceeding the sum of, the outstanding
Convertible Notes held by such holder and so transferred and surrendered or
exchanged or replaced; notwithstanding the foregoing the Company may condition
such transfer on the payment to it by such holder of a sum sufficient to cover
any stamp tax or other governmental charge imposed in respect of any such
transfer and may condition the replacement of any of the Convertible Notes
reported as lost, stolen, or destroyed by a holder upon the receipt from such
holder of indemnity or security reasonably satisfactory to the Company;
provided, however, that if you or your designee shall be such holder, your
agreement of indemnity shall be sufficient for all purposes of this Section.
Section 12. Amendments and waivers. This Agreement may be amended or any of
its restrictions or provisions may be waived with the written consent of the
holders of 66 2/3 percent of the principal amount of the Convertible Notes at
the time outstanding, except that without the written consent of the holders of
all Convertible Notes at the time outstanding no amendment to this Agreement
shall extend the maturity of any of the Convertible Notes, or reduce the rate of
interest payable with respect to any Convertible Note, or affect the amount or
allocation of any interest payments required under Section 5(a), or affect the
conversion rights of the Convertible Notes or reduce the proportion of the
principal amount of the Convertible Notes required with respect to any consent
or amendment.
Section 13. Events of default and remedies. The following events shall
constitute "events of default" under this agreement:
(a) The Company defaults (i) in the payment of principal on any
Convertible Note when and as it becomes due and payable, whether at
maturity, on a date fixed for an interest payment under Section 5(a) or for
a redemption or otherwise, or (ii) in the payment of interest on any
Convertible Note when and as it becomes due and payable in accordance with
the provisions hereof and of the Convertible Notes such default continues
for a period of more than 15 days,
(b) The Company defaults with respect to any material
misrepresentation in the representations or warranties made in Sections 4
or 10 hereof or in any certificate provided for
13
herein which confirms any such material representation or warranty;
(c) The Company defaults in the performance or observance of any other
covenant, condition, or agreement made by it, or its successors or assigns,
either in this Agreement or in any Convertible Note, and such default
continues for a period of more than 60 days;
(d) A court of competent jurisdiction enters a decree or order
adjudging the Company or any material subsidiary a bankrupt or insolvent,
or approves as properly filed a petition seeking reorganization,
readjustment, arrangement, composition, or similar relief for the Company
or any subsidiary under the federal bankruptcy laws, or any other similar
applicable federal or state law, and such decree or order continues
undischarged and unstayed for a period of 60 days; a court of competent
jurisdiction enters a decree or order for the appointment of a receiver,
liquidator, trustee, or assignee in bankruptcy or insolvency of the Company
or any subsidiary or a substantial part of the Company's or subsidiary's
property, or for the winding up or liquidation of its affairs, and such
decree or order remains in force undischarged and unstayed for a period of
60 days; or any property of the Company or a subsidiary is sequestered or
attached and is not returned to the Company's or subsidiary's possession or
released from such attachment within 60 days thereafter;
(e) The Company or any material subsidiary: institutes proceedings to
be adjudicated a voluntary bankrupt; consents to the filing of a bankruptcy
proceeding against it; or files a petition, answer, or consent seeking
reorganization, readjustment, arrangement, composition, or similar relief
under the federal bankruptcy laws, or any other similar applicable federal
or state law; or consents to the filing of any such petition; consents to
the appointment of a receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of it or a substantial part of its business; or
makes an assignment for the benefit of creditors; admits in writing its
inability to pay its debts generally as they become due; or the Company or
any subsidiary takes corporate action in furtherance of any of the above
purposes;
(f) The Company or any material subsidiary defaults in any payment of
principal or interest on, or any other payment of money due under, any
other obligation for borrowed money (including any obligation secured by
purchase money mortgages) beyond any period of grace provided with respect
thereto, and such default is not cured, or in the performance of any other
agreement, term, or condition contained in any agreement under which any
such obligation is created if the effect of such default is to cause, or
permit the holder or holders of such obligation (or a trustee on behalf of
the holder or holders) to cause, such obligation to become due prior to its
stated maturity, unless such default has been cured or effectively waived
before the obligation is declared due; or
(g) A court or other governmental body renders final judgment against
the Company or any of its material subsidiaries for the payment of money,
which together with other outstanding judgments against the Company or its
subsidiaries, exceeds a total of $250,000, and the Company or such
subsidiary does not discharge the same or provide for its discharge in
accordance with its terms, or procure a stay thereof, within 60 days from
the date of entry thereof and within such 60-day period, or within any
longer period during which execution of such judgment has been stayed,
appeal therefrom and cause the execution thereof to be stayed during such
appeal.
14
If any one or more of the above events of default occurs and has not
been cured within the requisite cure period, any holder of the Convertible
Notes then outstanding may declare the entire principal of all the
Convertible Notes held by such holder, and all accrued unpaid interest
thereon. Upon any such declaration the principal of such Convertible Notes
and said accrued unpaid interest shall be immediately due and payable,
anything in such Convertible Notes or in this Agreement contained to the
contrary notwithstanding, and the holder of any of such Convertible Notes
may thereupon proceed to protect and enforce its rights either by suit in
equity, or by action at law, or by other appropriate proceedings whether
for the specific performance (to the extent permitted by law) of any
covenant or agreement contained in this Agreement or such Convertible Notes
or in aid of the exercise of any power granted in this Agreement, and
proceed to enforce the payment of any of such Convertible Notes held by it,
and to enforce any other legal or equitable right of such holder.
Section 14. Method of payment of principal and interest. Notwithstanding
any contrary provision in the Convertible Notes or in this Agreement, the
Company will promptly and punctually pay to you at the address set forth on the
signature page hereof or to you or to your nominee at any other address you
designate to the Company in writing, all amounts payable in respect of the
principal of or interest on any of the Convertible Notes, so long as it is held
by you or by such nominee, without any presentment thereof. You or your nominee
may, but need not, make any notation on any of the Convertible Notes as to any
such payment, except that prior to any sale or other disposition of any of the
Convertible Notes by you or your nominee, you or such nominee, as the case may
be, will give written notice of such sale or other disposition to the Company
specifying the name and address of the transferee (if known to you or such
nominee).
Section 15. Survival of covenants, agreements, representations and
warranties; successors and assigns. All covenants, agreements, representations,
and warranties made herein and in certificates delivered pursuant hereto shall
survive the execution and delivery of the Convertible Notes, and shall continue
in full force and effect as long as any of the Convertible Notes are outstanding
and unpaid and thereafter as provided in Section 6(h) and Section 17.
Section 16. Entire agreement; no oral change. This Agreement embodies the
entire agreement and understanding between the Company and you relating to the
subject matter hereof, and supersedes all prior agreements and understandings
relating to such subject matter. This Agreement may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, or discharge is sought.
Section 17. Notices, etc. All notices, requests, consents, and other
communications hereunder shall be in writing and shall be delivered, or mailed
by registered mail, postage prepaid, addressed: (a) if to you, to your address
to which this Agreement is addressed, or to any other address you have furnished
to the Company in writing, or (b) if to any other holder of the Convertible
Notes to such address or such holder as may appear on, or in the registration
of, such Convertible Notes, or to any other address such holder has furnished to
the Company in writing, or (c) if to the Company, to its address set forth below
or to any other address the Company has furnished to you in writing. Notices
shall be deemed delivered when received by the party being notified.
Section 18. Law governing. This Agreement and the Convertible Notes shall
15
be construed in accordance with and governed by the laws of the State of Georgia
and all parties hereby consent to subject themselves to the jurisdiction of the
State of Georgia.
(the remainder of this page has been intentionally left blank)
Upon your signing the form of acceptance on the enclosed counterpart of this
Agreement and returning such counterpart to the Company, this Agreement shall
become a binding agreement between you and the Company.
Very truly yours,
i2 Telecom International, Inc.
By:___________________________
Xxxx X. Arena
Chief Executive Officer
0000 Xxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
16
The foregoing is hereby accepted as of the date first above written.
[NAME]
By:________________________
-------------------------
------------------------
(Address)
17
EXHIBIT A
6% SENIOR SECURED SUBORDINATED CONVERTIBLE SENIOR NOTE
Roswell, GA
December __, 2007
$
FOR VALUE RECEIVED, the undersigned i2 Telecom International, Inc. (the
"Company"), a corporation organized and existing under the laws of the State of
Washington, hereby promises to pay to the order of
____________________________________________ the principal amount of
$____________ as hereinafter provided, together with interest (computed on the
basis of a 360-day year of twelve 30-day months) on the unpaid principal amount
hereof at the rate of six percent (6%) per annum from the date hereof to
maturity, whether by acceleration or otherwise, payable semiannually in the form
of cash or common stock of the Company, no par value per share (the "Common
Stock") at the discretion of the Company, based on a share price of $.12 per
share on July ___, 2007.
The principal of this Note shall be due and payable on July __, 2007. All
payments of principal and interest are to be made in lawful money of the United
States of America at _____________________.
This Note is one of the Company's 6% Senior Secured Subordinated
Convertible Notes, limited in aggregate original principal of up to $2,000,000
aggregate principal amount of notes and issued pursuant to a Note Purchase
Agreement dated January __, 2007 (the "Agreement"), entered into by the Company
with __________________________________________________________, and others. The
Notes will automatically convert into Common Stock if any of the following
events occur: (i) the Shares become registered and freely trading, or (ii) the
financial Closing by the Company of $10,000,000 or more.
The Notes shall be secured by all assets of the Company and its
subsidiaries, however, subordinate to a $1,200,000 senior loan, a $1,000,000
secure loan and $2,000,000 of Convertible Debentures. All future debt securities
issued by the Company will be subordinate in right of payment to the Notes;
provided, however, that the Company may raise up to $1.0 million of senior
indebtedness that ranks pari passu with the Notes in the future.
The maturity of this Note may be accelerated by the holder hereof
following an event of default. The following events shall constitute an "event
of default":
(a) The Company defaults (i) in the payment of principal on
any Convertible Note when and as it becomes due and payable, whether at
maturity, on a date fixed for an interest payment under Section 5(a) or for a
redemption or otherwise, or (ii) in the payment of interest on any Convertible
Note when and as it becomes due and payable in accordance with the provisions
hereof and of the Convertible Notes such default continues for a period of more
than 15 days;
(b) The Company defaults with respect to any material
misrepresentation in the representations or warranties made in Section 4 of the
Agreement or in any certificate provided for herein which confirms any such
material representation or warranty;
(c) The Company defaults in the performance or observance of
any other covenant, condition, or agreement made by it, or its successors or
assigns, either in this Agreement or in any Convertible Note, and such default
continues for a period of 60 days;
18
(d) A court of competent jurisdiction enters a decree or order
adjudging the Company or any material subsidiary a bankrupt or insolvent, or
approves as properly filed a petition seeking reorganization, readjustment,
arrangement, composition, or similar relief for the Company or any subsidiary
under the federal bankruptcy laws, or any other similar applicable federal or
state law, and such decree or order continues undischarged and unstayed for a
period of 60 days; a court of competent jurisdiction enters a decree or order
for the appointment of a receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of the Company or any subsidiary or a substantial part
of the Company's or subsidiary's property, or for the winding up or liquidation
of its affairs, and such decree or order remains in force undischarged and
unstayed for a period of 60 days; or any property of the Company or a subsidiary
is sequestered or attached and is not returned to the Company's or subsidiary's
possession or released from such attachment within 60 days thereafter;
(e) The Company or any material subsidiary: institutes
proceedings to be adjudicated a voluntary bankrupt; consents to the filing of a
bankruptcy proceeding against it; files a petition, answer, or consent seeking
reorganization, readjustment, arrangement, composition, or similar relief under
the federal bankruptcy laws, or any other similar applicable federal or state
law; consents to the filing of any such petition; consents to the appointment of
a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it
or a substantial part of its business; makes an assignment for the benefit of
creditors; admits in writing its inability to pay its debts generally as they
become due; or the Company or any subsidiary takes corporate action in
furtherance of any of the above purposes;
(f) The Company or any material subsidiary defaults in any
payment of principal or interest on, or any other payment of money due under,
any other obligation for borrowed money (including any obligation secured by
purchase money mortgages) beyond any period of grace provided with respect
thereto, and such default is not cured, or in the performance of any other
agreement, term, or condition contained in any agreement under which any such
obligation is created if the effect of such default is to cause, or permit the
holder or holders of such obligation (or a trustee on behalf of the holder or
holders) to cause, such obligation to become due prior to its stated maturity,
unless such default has been cured or effectively waived before the obligation
is declared due: or
(g) A court or other governmental body renders final judgment
against the Company or any of its material subsidiaries for the payment of
money, which together with other outstanding judgments against the Company or
its subsidiaries, exceeds a total of $250,000, and the Company or such
subsidiary does not discharge the same or provide for its discharge in
accordance with its terms, or procure a stay thereof, within 60 days from the
date of entry thereof and within such 60-day period, or within any longer period
during which execution of such judgment has been stayed, appeal therefrom and
cause the execution thereof to be stayed during such appeal.
All future debt securities issued by the Company will be subordinate in
right of payment to the Notes; provided, however, that the Company may raise up
to $1.0 million of senior indebtness that ranks pari passu with the Notes in the
future.
This Note is convertible into Common Stock of the Company in the
manner, and upon the terms and conditions, provided in the Agreement.
19
If the indebtedness represented by this Note or any part thereof is
placed in the hands of attorneys for collection after an event of default, as
defined in the Agreement, the Company agrees to pay the principal and interest
due and payable hereon, and all costs of collecting this Note, including
reasonable attorneys' fees and expenses.
This Note shall be governed by the laws of Georgia and any dispute
shall be subject to the jurisdiction of Georgia.
The parties hereto waive presentment, notice of dishonor, notice of
protest, presentment and demand in connection with the delivery, acceptance,
performance or default of this Note.
I2 Telecom International, Inc.
By:_____________________
Xxxx X. Arena
[Corporate Seal] Chief Executive Officer
By:_____________________
Xxxx X. Arena
Secretary
20
EXHIBIT B
i2 TELECOM INTERNATIONAL, INC.
LIST OF SUBSIDIARIES
------------------------------------------ ------------------------------------
Name State of Incorporation/Organization
-------------------------------------- ------------------------------------
----------------------------------------- -------------------------------------
i2 Telecom International, Inc.(DE) Delaware
SuperCaller Community, Inc. California
----------------------------------------- -------------------------------------
o SuperCaller Community, Inc. is a corporation and a wholly-owned
subsidiary of i2 Telecom International, Inc.
o i2 Telecom International, Inc.(DE). is a corporation and a wholly-owned
subsidiary of i2 Telecom International, Inc.(WA)
