TERM LOAN
AGREEMENT
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:
RECITALS
WHEREAS, the Lender made a loan to the Company in the
principal amount of Five Hundred Thousand Dollars ($500,000), (the
“Loan”), which Loan is evidenced by, among other
things, the following documents:
A. Promissory
Note Agreement, dated April ___, 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 $500,000 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, the Company
agrees to pay the Lender, principal and interest when due and pay
the Lender (i) 5,000,000 warrants to purchase shares of the
Company’s restricted common stock at a price of $.08 each for
a period of 5 years. The warrants Consideration will have
“Piggyback” Registration Rights which will require the
Company to register the Stock Consideration shares in a
registration statement anticipated to be filed within approximately
one-hundred eighty (180) days of this Agreement (the
“Closing”), and (B) Participation in Patent
#7,460,480: Five percent (5%) participation in future
monetization, sale, license and royalty revenues.
2.
Security
. The Company
agrees t
