TERM LOAN
AGREEMENT
This Term Loan Agreement (the
“Agreement”) is made and entered into as of January 30,
2009, by and between I2 TELECOM INTERNATIONAL, INC., a Washington
corporation (the “Company”) and VESTAL VENTURE CAPITAL
(“Payee”), (the “Lender”) with reference to
the following facts:
RECITALS
WHEREAS, the Lender made a loan to the Company in the
principal amount of Two-Hundred Twenty Five Thousand Dollars
($225,000), (the “Loan”), which Loan is evidenced by,
among other things, the following documents:
A. Promissory
Note Agreement, dated January 30, 2009, executed by the Lender and
the Company (the “PNA”);
(All of the foregoing documents,
together with all documents and instruments executed in connection
therewith, are hereafter referred to as the “Loan
Documents.”)
WHEREAS , upon the funding of the Loan, the Lender have
advanced the Company and Company has received $225,000 in principal
(the “Advance”);
WHEREAS , the Company wishes to secure and repay the
Loan including the fees and interest, by repaying the Advance
together with all interest and fees incurred on the
Loan;
NOW THEREFORE , in consideration of the
mutual covenants and promises contained herein, and for valuable
consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, the parties to this Agreement (collectively
“parties” and individually a “party”) agree
as follows:
AGREEMENT
1. Consideration
. In consideration of the Advance,
(A) the Company agrees to pay the Lender, principal and interest
when due and pay the Lender a Participation in Patent
#7,460,480: One and Twelve and One-Half One-Hundredths of One
Percent (1.125%) participation in future monetization, sale,
license and royalty revenues.
2.
Security
. The Company
agrees to securing the principal amount of $225,000, in favor of
the Lender in a senior secured position executed by the Company in
favor of the Lender in consideration for the Loan (the
“Security”) against all assets of the Company,
senio
