Exhibit 10.5
PROMISSORY NOTE
FOR VALUE
RECEIVED, C2 Global Technologies Inc., a Florida corporation
formerly known as I-Link Incorporated and Acceris Communications
Inc. (the “Maker”) promises to pay to Counsel
Corporation, an Ontario corporation, or its assigns (the
“Payee”), in the lawful money of the United States of
America (“Dollars” or “$”) the principal
sum of Two Million Five Hundred Ninety Thousand Nine Hundred
Eighty-Nine and 63/l00ths Dollars ($2,590,989.63) funded from time
to time by Payee to Maker, together with interest thereon as set
forth herein, on or before the Maturity Date as provided below and
in accordance with the provisions of that certain Loan Agreement
dated as of January 26, 2004 between the Maker and Payee as the
same may be amended, modified, extended or restated, the
“Loan Agreement.” Capitalized terms used
herein but not defined shall have the meanings ascribed to them in
the Loan Agreement.
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Interest . The outstanding principal amount of
this Promissory Note (the “Note”), together with unpaid
interest, shall bear interest at the rate of ten percent (10%) per
annum commencing on the date funded as to principal hereunder,
namely,
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commencing May
5, 2009 in respect of Two Million Five Hundred Ninety Thousand Nine
Hundred Eighty-Nine and 63/l00ths Dollars ($2,590,989.63) funded on
that date,
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which interest
shall accrue and be compounded quarterly and shall result in a
corresponding increase in the principal amount of the
Indebtedness.
2.
Time and Place of Payment. The Indebtedness shall be due and
payable in full on demand (the “Maturity Date”);
provided, further, however, that notwithstanding the above, the
Maturity Date shall be accelerated to the date ten (10) calendar
days following closing under or conclusion of an equity investment
or investments in the Maker by a third party unrelated to Counsel
Corp through the capital markets, whether pursuant to a registered
offering or unregistered offering or other transaction (an
“Equity Investment”); provided, further, however, that
the Maturity Date shall be accelerated with respect only to the
portion of the unpaid Indebtedness equal to the net amount received
by the Maker from any such Equity Investment.
3. The
Indebtedness, including that portion of the Indebtedness
represented by this Note, is secured pursuant to that Amended and
Restated Stock Pledge Agreement between the Maker and Payee dated
as of January 26, 2004, executed and delivered concurrent herewith
as the same has been amended, modified, extended or restated, the
“Stock Pledge Agreement.”
4.
Events of Default . The occurrence of any
of the following events or conditions shall constitute an event of
default (each an “Event of Default”):
(a) Maker
shall fail to pay any of the Indebtedness pursuant to terms of this
Note;
(b) Maker
shall fail to comply with any term, obligation, covenant, or
condition contained in any agreement between Maker and Payee (each,
an “Agreement”);
(c) Any
warranty or representation made to Payee by Maker under any
Agreement proves to have been false when made or
furnished;
(d) If
Maker voluntarily files a petition under the federal Bankruptcy
Act, as such Act may from time to time be amended, or under any
similar or successor federal statute relating to bankruptcy,
insolvency, arrangements or reorganizations, or under any state
bankruptcy or insolvency act, or files an answer in an
involun
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