Exhibit 10.6
PROMISSORY NOTE
FOR VALUE
RECEIVED, C2 Global Technologies Inc., a Florida corporation
formerly known as Acceris Communications Inc. and I-Link
Incorporated (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 Ninety Thousand and 00/100ths Dollars ($90,000.00), together
with interest thereon as set forth herein, on or before the
Maturity Date as provided below and in accordance with the
provisions of the management services agreement between the Payee
and ACRS Capital Corp. (formerly Acceris Capital Corporation)
(“ACC”) dated December 31, 2005 as assigned by ACC to
the Payee, and 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.
1.
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.
2. 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.”
3.
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 involuntary
proceeding admitting insolvency or inability to pay debts, or if
Maker is adjudged a bankrupt, or if a trustee or receiver is
appointed for Maker’s property, or if Maker makes an
assignment for the benefit of its creditors, or if there is an
attachment, receivership, execution or other judicial seizure, then
Payee may, at Payee’s option, declare all of the Indebtedness
to be immediately due and payable without prior notice to Maker,
and Payee may invoke any remedies perm
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