Security Agreement



 Exhibit 10.3 
  
 SECURITY AGREEMENT 
  
 THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 9, 2006, by and between i2
TELECOM INTERNATIONAL, INC., a Washington corporation with its principal place of business located at 1200 Abernathy Road, Suite 1800, Atlanta, Georgia 30328 (the “Company”), and the BUYER(S) listed on Schedule I attached
to the Securities Purchase Agreement dated the date hereof (the “Secured Party”). 
  
 WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Securities Purchase Agreement of even date herewith between the
Company and the Secured Party (the “Securities Purchase Agreement”), and the Secured Party shall purchase up to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of secured convertible debentures (the
“Convertible Debentures”), which shall be convertible into shares of the Company’s common stock, no par value (the “Common Stock”) (as converted, the “Conversion Shares”) in the respective
amounts set forth opposite each Buyer(s) name on Schedule I attached to the Securities Purchase Agreement; 
  
 WHEREAS, to induce the Secured Party to enter into the transaction contemplated by the Securities Purchase Agreement, the Convertible Debentures,
the Investor Registration Rights Agreement of even date herewith between the Company and the Secured Party (the “Investor Registration Rights Agreement”), the Pledge and Escrow Agreement of even date herewith among the Company, the
Secured Party and David Gonzalez, Esq. (the “Pledge Agreement”), the Escrow Agreement of even date herewith among the Company, the Secured Party, and David Gonzalez, Esq. (the “Escrow Agreement”), and the
Irrevocable Transfer Agent Instructions among the Company, the Secured Party, Continental Stock Transfer and Trust Company, and David Gonzalez, Esq. (the “Transfer Agent Instructions”) (collectively referred to as the
“Transaction Documents”), the Company hereby grants to the Secured Party a security interest in and to the pledged property identified on Exhibit A hereto (collectively referred to as the “Pledged Property”)
until the satisfaction of the Obligations, as defined herein below. 
  
 NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows: 
  
 ARTICLE 1. 
  
 DEFINITIONS AND INTERPRETATIONS 
  
 Section 1.1. Recitals. 
  
 The above recitals are true and correct and are incorporated herein, in
their entirety, by this reference. 







 Section 1.2. Interpretations. 
  
 Nothing herein expressed or implied is intended or shall be construed to confer upon any person other than the Secured Party
any right, remedy or claim under or by reason hereof. 
  
 Section 1.3. Obligations Secured. 
  
 The
obligations secured hereby are any and all obligations of the Company now existing or hereinafter incurred to the Secured Party, whether oral or written and whether arising before, on or after the date hereof including, without limitation, those
obligations of the Company to the Secured Party under this Agreement, the Transaction Documents, and any other amounts now or hereafter owed to the Secured Party by the Company thereunder or hereunder (collectively, the
“Obligations”). 
  
 ARTICLE 2. 

 
 PLEDGED PROPERTY, ADMINISTRATION OF COLLATERAL 

AND TERMINATION OF SECURITY INTEREST 
  
 Section 2.1. Pledged Property. 
  
 (a) Company hereby pledges to the Secured Party, and creates in the Secured Party for its benefit, a security interest for such time until the Obligations
are paid in full, in and to all of the property of the Company as set forth in Exhibit ”A” attached hereto and the products thereof and the proceeds of all such items (collectively, the “Pledged Property”):

  
 (b) Simultaneously with the execution and delivery of this
Agreement, the Company shall make, execute, acknowledge, file, record and deliver to the Secured Party any documents reasonably requested by the Secured Party to perfect its second priority security interest in the Pledged Property. Simultaneously
with the execution and delivery of this Agreement, the Company shall make, execute, acknowledge and deliver to the Secured Party such documents and instruments, including, without limitation, financing statements, certificates, affidavits and forms
as may, in the Secured Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or to continue and preserve, the second priority security interest of the Secured Party in the Pledged Property, and the Secured Party shall
hold such documents and instruments as secured party, subject to the terms and conditions contained herein. 
  
 Section 2.2. Rights; Interests; Etc. 
  
 (a) So long as no Event of Default (as hereinafter defined) shall have occurred and be continuing: 
  
 (i) the Company shall be entitled to exercise any and all rights pertaining
to the Pledged Property or any part thereof for any purpose not inconsistent with the terms hereof; and 
  
 (ii) the Company shall be entitled to receive and retain any and all payments paid or made in respect of the Pledged Property. 
  

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 (b) Upon the occurrence and during the continuance of an Event of Default: 
  
 (i) All rights of the Company to exercise the rights which it would
otherwise be entitled to exercise pursuant to Section 2.2(a)(i) hereof and to receive payments which it would otherwise be authorized to receive and retain pursuant to Section 2.2(a)(ii) hereof shall be suspended, and all such
rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such rights and to receive and hold as Pledged Property such payments; provided, however, that if the Secured Party shall become
entitled and shall elect to exercise its right to realize on the Pledged Property pursuant to Article 5 hereof, then all cash sums received by the Secured Party, or held by Company for the benefit of the Secured Party and paid over pursuant to
Section 2.2(b)(ii) hereof, shall be applied against any outstanding Obligations; and 
  
 (ii) All interest, dividends, income and other payments and distributions which are received by the Company contrary to the provisions of
Section 2.2(b)(i) hereof shall be received in trust for the benefit of the Secured Party, shall be segregated from other property of the Company and shall be forthwith paid over to the Secured Party; or 
  
 (iii) The Secured Party in its sole discretion shall be authorized to sell
any or all of the Pledged Property at public or private sale in order to recoup all of the outstanding principal plus accrued interest owed pursuant to the Convertible Debenture as described herein 
  
 (c) An “Event of Default” shall be deemed to have occurred
under this Agreement upon an Event of Default under the Convertible Debentures. 
  
 ARTICLE 3. 
  
 ATTORNEY-IN-FACT; PERFORMANCE 
  
 Section 3.1. Secured Party Appointed Attorney-In-Fact. 
  
 Upon the occurrence of an Event of Default, and until such Event of Default is cured, the Company hereby appoints the Secured Party as its attorney-in-fact, with full authority in the place and stead of the Company
and in the name of the Company or otherwise, from time to time in the Secured Party’s discretion to take any action and to execute any instrument which the Secured Party may reasonably deem necessary to accomplish the purposes of this
Agreement, including, without limitation, to receive and collect all instruments made payable to the Company representing any payments in respect of the Pledged Property or any part thereof and to give full discharge for the same. The Secured Party
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Pledged Property as and when the Secured Party may determine. To facilitate collection, the Secured Party may notify account debtors and obligors on
any Pledged Property to make payments directly to the Secured Party. 
  
 Section 3.2. Secured Party May Perform. 
  
 If the Company fails to perform any agreement contained herein, the Secured Party, at its option, may itself perform, or cause performance of, such agreement, and the expenses of the Secured Party incurred in connection therewith shall be
included in the Obligations secured hereby and payable by the Company under Section 8.3. 
  

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 ARTICLE 4. 
  
 REPRESENTATIONS AND WARRANTIES 
  
 Section 4.1. Authorization; Enforceability. 
  
 Each of the parties hereto represents and warrants that it has taken all action necessary to authorize the execution,
delivery and performance of this Agreement and the transactions contemplated hereby; and upon execution and delivery, this Agreement shall constitute a valid and binding obligation of the respective party, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’ rights or by the principles governing the availability of equitable remedies. 
  

Section 4.2. Ownership of Pledged Property. 
  
 The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property except for the security interest created in the
Pledged Property to Troon & Co., Jordan E. Glazov and Gregory P. McGraw (collectively, the “Senior Lenders”) pursuant to the Loan Agreement dated September 7, 2005, by and among the Obligor and the Senior Lenders (the
“Loan Agreements”) and the second priority interest created by this Agreement. All necessary documents have been filed to perfect the Senior Lenders’ first priority security interest. 
  
 ARTICLE 5. 
  
 DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL 
  
 Section 5.1. Default and Remedies. 
  
 (a) If an Event of Default occurs, then in each such case the Secured Party
may declare the Obligations to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Obligations shall become immediately due and payable. 
  
 (b) Upon the occurrence of an Event of Default, the Secured Party shall:
(i) be entitled to receive all distributions with respect to the Pledged Property, (ii) to cause the Pledged Property to be transferred into the name of the Secured Party or its nominee, (iii) to dispose of the Pledged Property, and
(iv) to realize upon any and all rights in the Pledged Property then held by the Secured Party. 
  

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 Section 5.2. Method of Realizing Upon the Pledged Property: Other Remedies. 
  
 Upon the occurrence of an Event of Default, in addition to any rights and
remedies available at law or in equity, the following provisions shall govern the Secured Party’s right to realize upon the Pledged Property: 
  
 (a) Any item of the Pledged Property may be sold for cash or other value in any number of lots at brokers board, public auction or private sale and may be
sold without demand, advertisement or notice (except that the Secured Party shall give the Company ten (10) days’ prior written notice of the time and place or of the time after which a private sale may be made (the “Sale
Notice”)), which notice period is hereby agreed to be commercially reasonable. At any sale or sales of the Pledged Property, the Company may bid for and purchase the whole or any part of the Pledged Property and, upon compliance with the
terms of such sale, may hold, exploit and dispose of the same without further accountability to the Secured Party. The Company will execute and deliver, or cause to be executed and delivered, such instruments, documents, assignments, waivers,
certificates, and affidavits and supply or cause to be supplied such further information and take such further action as the Secured Party reasonably shall require in connection with any such sale. 
  
 (b) Any cash being held by the Secured Party as Pledged Property and all cash
proceeds received by the Secured Party in respect of, sale of, collection from, or other realization upon all or any part of the Pledged Property shall be applied as follows: 
  
 (i) to the payment of all amounts due the Secured Party for the expenses reimbursable to it hereunder or owed to it
pursuant to Section 8.3 hereof; 
  
 (ii) to the payment of
the Obligations then due and unpaid. 
  
 (iii) the balance, if
any, to the person or persons entitled thereto, including, without limitation, the Company. 
  
 (c) In addition to all of the rights and remedies which the Secured Party may have pursuant to this Agreement, the Secured Party shall have all of the rights and remedies provided by law, including, without
limitation, those under the Uniform Commercial Code. 
  
 (i) If
the Company fails to pay such amounts due upon the occurrence of an Event of Default which is continuing, then the Secured Party may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of Company, wherever situated. 
  
 (ii) The Company agrees that it shall be liable for any reasonable fees,
expenses and costs incurred by the Secured Party in connection with enforcement, collection and preservation of the Transaction Documents, including, without limitation, reasonable legal fees and expenses, and such amounts shall be deemed included
as Obligations secured hereby and payable as set forth in Section 8.3 hereof. 
  
 Section 5.3. Proofs of Claim. 
  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Company or the property of the
Company or of such other obligor or its creditors, the Secured Party (irrespective of whether the Obligations shall then be due and payable as therein expressed 
  


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 or by declaration or otherwise and irrespective of whether the Secured Party shall have made any demand on the Company
for the payment of the Obligations), subject to the rights of Previous Security Holders, shall be entitled and empowered, by intervention in such proceeding or otherwise: 
  
 (i) to file and prove a claim for the whole amount of the Obligations and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Secured Party (including any claim for the reasonable legal fees and expenses and other expenses paid or incurred by the Secured Party permitted hereunder and of the Secured Party allowed in
such judicial proceeding), and 
  
 (ii) to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by the Secured Party to make such payments to the Secured Party and, in the event that the Secured Party shall consent to the making of such payments directed to the Secured Party, to pay to the Secured Party any amounts for expenses due
it hereunder provided the Secured Party submits written invoices documenting all such fees, expenses and costs. 
  
 Section 5.4. Duties Regarding Pledged Property. 
  
 The Secured Party shall have no duty as to the collection or protection of the Pledged Property or any income thereon or as to the preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of the Pledged Property actually in the Secured Party’s possession. 
  
 ARTICLE 6. 
  
 AFFIRMATIVE COVENANTS 
  
 The Company covenants and agrees that, from the date hereof and until the Obligations have been fully paid and satisfied, unless the Secured Party shall consent otherwise in writing (as provided in Section 8.4
hereof): 
  
 Section 6.1. Existence, Properties, Etc.

  
 (a) The Company shall do, or cause to be done, all things, or
proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain Company’s due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to
preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause
to be done, any act impairing the Company’s corporate power or authority (i) to carry on the Company’s business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection
herewith, including, without limitation, any UCC-1 Financing Statements required by the Secured Party to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term
“Material Adverse Effect” shall mean any material and adverse affect as determined by a reasonable person, whether individually or in the 
  

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 aggregate, upon (a) the Company’s assets, business, operations, properties or condition, financial or
otherwise; (b) the Company’s to make payment as and when due of all or any part of the Obligations; or (c) the Pledged Property. 
  
 Section 6.2. Financial Statements and Reports. 
  
 The Company shall furnish to the Secured Party within a reasonable time such financial data as the Secured Party may reasonably request, including,
without limitation, the following: 
  
 (a) The balance sheet of
the Company as of the close of each fiscal year, the statement of earnings and retained earnings of the Company as of the close of such fiscal year, and statement of cash flows for the Company for such fiscal year, all in reasonable detail, prepared
in accordance with generally accepted accounting principles consistently applied, certified by the chief executive and chief financial officers of the Company as being true and correct and accompanied by a certificate of the chief executive and
chief financial officers of the Company, stating that the Company has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement during such fiscal year and that no Event of Default hereunder has occurred and is
continuing, or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action the Company proposes to take in connection therewith; 
  
 (b) A balance sheet of the Company as of the close of each quarter, and
statement of earnings and retained earnings of the Company as of the close of such quarter, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied, certified by the chief
executive and chief financial officers of the Company as being true and correct; and 
  
 (c) Copies of all accountants’ reports and accompanying financial reports submitted to the Company by independent accountants in connection with each annual examination of the Company. 
  
 Section 6.3. Accounts and Reports. 
  
 The Company shall maintain a standard system of accounting in accordance
with generally accepted accounting principles consistently applied and provide, at its sole expense, to the Secured Party the following: 
  
 (a) as soon as available, a copy of any notice or other communication alleging any nonpayment or other material breach or default, or any foreclosure or
other action respecting any material portion of its assets and properties, received respecting any of the indebtedness of the Company in excess of $150,000 (other than the Obligations), or any demand or other request for payment under any guaranty,
assumption, purchase agreement or similar agreement or arrangement respecting the indebtedness or obligations of others in excess of $150,000, including any received from any person acting on behalf of the Secured Party or beneficiary thereof; and

  
 (b) within fifteen (15) days after the making of each
submission or filing, a copy of any report, financial statement, notice or other document, whether periodic or otherwise, 
  

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 submitted to the shareholders of the Company, or submitted to or filed by the Company with any governmental authority
involving or affecting (i) the Company that could have a Material Adverse Effect; (ii) the Obligations; (iii) any part of the Pledged Property; or (iv) any of the transactions contemplated in this Agreement or the Loan
Instruments. 
  
 Section 6.4. Maintenance of Books and
Records; Inspection. 
  
 The Company shall maintain its
books, accounts and records in accordance with generally accepted accounting principles consistently applied, and permit the Secured Party, its officers and employees and any professionals designated by the Secured Party in writing, at any time to
visit and inspect any of its properties (including but not limited to the collateral security described in the Transaction Documents and/or the Loan Instruments), corporate books and financial records, and to discuss its accounts, affairs and
finances with any employee, officer or director thereof. 
  
 Section 6.5. Maintenance and Insurance. 
  
 (a) The Company shall maintain or cause to be maintained, at its own expense, all of its assets and properties in good working order and condition, making all necessary repairs thereto and renewals and replacements thereof. 
  
 (b) The Company shall maintain or cause to be maintained, at its own expense,
insurance in form, substance and amounts (including deductibles), which the Company deems reasonably necessary to the Company’s business, (i) adequate to insure all assets and properties of the Company, which assets and properties are of a
character usually insured by persons engaged in the same or similar business against loss or damage resulting from fire or other risks included in an extended coverage policy; (ii) against public liability and other tort claims that may be
incurred by the Company; (iii) as may be required by the Transaction Documents and/or applicable law and (iv) as may be reasonably requested by Secured Party, all with adequate, financially sound and reputable insurers. 
  
 Section 6.6. Contracts and Other Collateral. 
  
 The Company shall perform all of its obligations under or with respect to
each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  
 Section 6.7. Defense of Collateral, Etc.

  
 The Company shall defend and enforce its right, title and
interest in and to any part of: (a) the Pledged Property; and (b) if not included within the Pledged Property, those assets and properties whose loss could have a Material Adverse Effect, the Company shall defend the Secured Party’s
right, title and interest in and to each and every part of the Pledged Property, each against all manner of claims and demands on a timely basis to the full extent permitted by applicable law. 
  

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 Section 6.8. Payment of Debts, Taxes, Etc. 
  
 The Company shall pay, or cause to be paid, all of its indebtedness and
other liabilities and perform, or cause to be performed, all of its obligations in accordance with the respective terms thereof, and pay and discharge, or cause to be paid or discharged, all taxes, assessments and other governmental charges and
levies imposed upon it, upon any of its assets and properties on or before the last day on which the same may be paid without penalty, as well as pay all other lawful claims (whether for services, labor, materials, supplies or otherwise) as and
when due 
  
 Section 6.9. Taxes and Assessments; Tax
Indemnity. 
  
 The Company shall (a) file all tax
returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its
income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its
properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with
respect thereto. 
  
 Section 6.10. Compliance with Law and
Other Agreements. 
  
 The Company shall maintain its business
operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and
(b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly
in accordance with the terms thereof. 
  
 Section 6.11.
Notice of Default. 
  
 The Company shall give written
notice to the Secured Party of the occurrence of any default or Event of Default under this Agreement, the Transaction Documents or any other Loan Instrument or any other agreement of Company for the payment of money, promptly upon the occurrence
thereof. 
  
 Section 6.12. Notice of Litigation.

  
 The Company shall give notice, in writing, to the Secured
Party of (a) any actions, suits or proceedings wherein the amount at issue is in excess of $50,000, instituted by any persons against the Company, or affecting any of the assets of the Company, and (b) any dispute, not resolved within
fifteen (15) days of the commencement thereof, between the Company on the one hand and any governmental or regulatory body on the other hand, which might reasonably be expected to have a Material Adverse Effect on the business operations or
financial condition of the Company. 
  

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 ARTICLE 7. 
  
 NEGATIVE COVENANTS 
  
 The Company covenants and agrees that, from the date hereof until the Obligations have been fully paid and satisfied, the Company shall not, unless the
Secured Party shall consent otherwise in writing: 
  
 Section 7.1. Indebtedness. 
  
 The Company
shall not directly or indirectly permit, create, incur, assume, permit to exist, increase, renew or extend on or after the date hereof any indebtedness on its part, including commitments, contingencies and credit availabilities, or apply for or
offer or agree to do any of the foregoing. 
  
 Section 7.2.
Liens and Encumbrances. 
  
 The Company shall not directly
or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company’s capital
stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign,
pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company’s capital stock; or enter into any sale-leaseback financing respecting any part of
the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing. 
  
 Section 7.3. Certificate of Incorporation, By-Laws, Mergers, Consolidations, Acquisitions and Sales. 
  
 Without the prior express written consent of the Secured Party, which such
consent shall not be unreasonably withheld, the Company shall not: (a) Amend its Certificate of Incorporation or By-Laws; (b) issue or sell its stock, stock options, bonds, notes or other corporate securities or obligations; (c) be a
party to any merger, consolidation or corporate reorganization, (d) purchase or otherwise acquire all or substantially all of the assets or stock of, or any partnership or joint venture interest in, any other person, firm or entity,
(e) sell, transfer, convey, grant a security interest in or lease all or any substantial part of its assets, nor (f) create any subsidiaries nor convey any of its assets to any subsidiary. Notwithstanding anything in this Section 7.3,
to the contrary, the Company shall not need the written consent of the Secured Party to increase its authorized number of shares as contemplated in the Securities Purchase Agreement. 
  
 Section 7.4. Management, Ownership. 
  
 The Company shall not materially change its ownership, executive staff or management without the prior written consent of
the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party’s willingness to institute and maintain a lending relationship with the Company. 
  

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 Section 7.5. Dividends, Etc. 
  
 Except for dividend payments to the Series D and Series E Preferred shareholders, the Company shall not declare or pay any
dividend of any kind, in cash or in property, on any class of its capital stock, nor purchase, redeem, retire or otherwise acquire for value any shares of such stock, nor make any distribution of any kind in respect thereof, nor make any return of
capital to shareholders, nor make any payments in respect of any pension, profit sharing, retirement, stock option, stock bonus, incentive compensation or similar plan (except as required or permitted hereunder), without the prior written consent of
the Secured Party. 
  
 Section 7.6. Guaranties; Loans.

  
 The Company shall not guarantee nor be liable in any manner,
whether directly or indirectly, or become contingently liable after the date of this Agreement in connection with the obligations or indebtedness of any person or persons, except for (i) the indebtedness currently secured by the liens
identified on the Pledged Property identified on Exhibit A hereto and (ii) the endorsement of negotiable instruments payable to the Company for deposit or collection in the ordinary course of business. The Company shall not make any loan,
advance or extension of credit to any person other than in the normal course of its business. 
  
 Section 7.7. Debt. 
  
 The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description whatsoever in an aggregate amount in excess of $250,000 (excluding any indebtedness of the Company to the Secured Party, trade
accounts payable and accrued expenses incurred in the ordinary course of business and the endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the ordinary course of business). 
  
 Section 7.8. Conduct of Business. 
  
 The Company will continue to engage, in an efficient and economical manner,
in a business of the same general type as conducted by it on the date of this Agreement. 
  
 Section 7.9. Places of Business. 
  
 The location of the Company’s chief place of business is 1200 Abernathy Road, Suite 1800, Atlanta, Georgia 30328. The Company shall not change the location of its chief place of business, chief executive office
or any place of business disclosed to the Secured Party or move any of the Pledged Property from its current location without thirty (30) days’ prior written notice to the Secured Party in each instance. 
  

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 ARTICLE 8. 
  
 MISCELLANEOUS 
  
 Section 8.1. Notices. 
  
 All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as duly given
on: (a) the date of delivery, if delivered in person, by nationally recognized overnight delivery service or (b) five (5) days after mailing if mailed from within the continental United States by certified mail, return receipt
requested to the party entitled to receive the same: 
  

					
	If to the Secured Party:	  	Cornell Capital Partners, LP
	 	  	101 Hudson Street-Suite 3700
	 	  	Jersey City, New Jersey 07302
	 	  	Attention:	  	Mark Angelo
	 	  	 	  	Portfolio Manager
	 	  	Telephone:	  	(201) 986-8300
	 	  	Facsimile:	  	(201) 985-8266
		
	With a copy to:	  	David Gonzalez, Esq.
	 	  	101 Hudson Street, Suite 3700
	 	  	Jersey City, NJ 07302
	 	  	Telephone:	  	(201) 985-8300
	 	  	Facsimile:	  	(201) 985-8266
		
	And if to the Company:	  	i2 Telecom International, Inc.
	 	  	1200 Abernathy Road, Suite 1800
	 	  	Atlanta, Georgia 30328
	 	  	Attention: Paul Arena
	 	  	Telephone: (770) 512-7174
	 	  	Facsimile: (770) 844-9427
		
	With a copy to:	  	Richardson & Patel, LLP
	 	  	10900 Wilshire Boulevard, Suite 500
	 	  	Los Angeles, California 90024
	 	  	Attention: Peter Hogan, Esq.
	 	  	Telephone: (310) 208-1182
	 	  	Facsimile: (310) 208-1154

  
 Any party may change
its address by giving notice to the other party stating its new address. Commencing on the tenth (10th) day
after the giving of such notice, such newly designated address shall be such party’s address for the purpose of all notices or other communications required or permitted to be given pursuant to this Agreement. 
  

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 Section 8.2. Severability. 
  
 If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not
contained herein. 
  
 Section 8.3. Expenses.

  
 In the event of an Event of Default, the Company will pay to
the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel, which the Secured Party may incur in connection with: (i) the custody or preservation of, or the sale, collection from,
or other realization upon, any of the Pledged Property; (ii) the exercise or enforcement of any of the rights of the Secured Party hereunder or (iii) the failure by the Company to perform or observe any of the provisions hereof.

  
 Section 8.4. Waivers, Amendments, Etc. 

 
 The Secured Party’s delay or failure at any time or times hereafter
to require strict performance by Company of any undertakings, agreements or covenants shall not waiver, affect, or diminish any right of the Secured Party under this Agreement to demand strict compliance and performance herewith. Any waiver by the
Secured Party of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and covenants
of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been waived by the Secured Party, nor may this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced
by an instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured Party. 
  
 Section 8.5. Continuing Security Interest. 
  
 This Agreement shall create a continuing security interest in the Pledged Property and shall: (i) remain in full force and effect until payment in
full of the Obligations; and (ii) be binding upon the Company and its successors and heirs and (iii) inure to the benefit of the Secured Party and its successors and assigns. Upon the payment or satisfaction in full of the Obligations, the
Company shall be entitled to the return, at its expense, of such of the Pledged Property as shall not have been sold in accordance with Section 5.2 hereof or otherwise applied pursuant to the terms hereof. 
  
 Section 8.6. Independent Representation. 
  
 Each party hereto acknowledges and agrees that it has received or has had
the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement. 
  

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 Section 8.7. Applicable Law: Jurisdiction. 
  
 This Agreement shall be governed by and interpreted in accordance with the
laws of the State of New Jersey without regard to the principles of conflict of laws. The parties further agree that any action between them shall be heard in Hudson County, New Jersey, and expressly consent to the jurisdiction and venue of the
Superior Court of New Jersey, sitting in Hudson County and the United States District Court for the District of New Jersey sitting in Newark, New Jersey for the adjudication of any civil action asserted pursuant to this Paragraph. 
  
 Section 8.8. Waiver of Jury Trial. 
  
 AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE FINANCIAL ACCOMMODATIONS TO THE COMPANY, THE COMPANY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION. 
  
 Section 8.9. Entire Agreement. 
  
 This Agreement constitutes the entire agreement among the parties and
supersedes any prior agreement or understanding among them with respect to the subject matter hereof. 
  
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 IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the date first
above written. 
  

			
	COMPANY:
	i2 TELECOM INTERNATIONAL, INC.
		
	 By:
	 	  


	 Name:
	 	 Paul Arena

	 Title:
	 	 Chief Executive Officer

	
	SECURED PARTY:
	CORNELL CAPITAL PARTNERS, LP
		
	By:	 	Yorkville Advisors, LLC
	Its:	 	General Partner
		
	 By:
	 	  


	 Name:
	 	 Mark Angelo

	 Title:
	 	 Portfolio Manager



  

 15 








 EXHIBIT A 
 DEFINITION OF PLEDGED PROPERTY 
  
 For the purpose of securing prompt and complete payment and performance by the Company of all of the Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing security
interest in and to, and lien upon, such continuing security interest being second priority to Senior Lenders security interest granted pursuant to the following Pledged Property of the Company: 
  
 (a) all goods of the Company, including, without limitation, machinery,
equipment, furniture, furnishings, fixtures, signs, lights, tools, parts, supplies and motor vehicles of every kind and description, now or hereafter owned by the Company or in which the Company may have or may hereafter acquire any interest, and
all replacements, additions, accessions, substitutions and proceeds thereof, arising from the sale or disposition thereof, and where applicable, the proceeds of insurance and of any tort claims involving any of the foregoing; 
  
 (b) all inventory of the Company, including, but not limited to, all goods,
wares, merchandise, parts, supplies, finished products, other tangible personal property, including such inventory as is temporarily out of Company’s custody or possession and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the foregoing; 
  
 (c) all contract rights and general intangibles of the Company, including, without limitation, goodwill, trademarks, trade styles, trade names, leasehold interests, partnership or joint venture interests, patents and
patent applications, copyrights, deposit accounts whether now owned or hereafter created; 
  
 (d) all documents, warehouse receipts, instruments and chattel paper of the Company whether now owned or hereafter created; 
  
 (e) all accounts and other receivables, instruments or other forms of obligations and rights to payment of the Company (herein collectively referred to as
“Accounts”), together with the proceeds thereof, all goods represented by such Accounts and all such goods that may be returned by the Company’s customers, and all proceeds of any insurance thereon, and all guarantees,
securities and liens which the Company may hold for the payment of any such Accounts including, without limitation, all rights of stoppage in transit, replevin and reclamation and as an unpaid vendor and/or lienor, all of which the Company
represents and warrants will be bona fide and existing obligations of its respective customers, arising out of the sale of goods by the Company in the ordinary course of business; 
  
 (f) to the extent assignable, all of the Company’s rights under all present and future authorizations, permits,
licenses and franchises issued or granted in connection with the operations of any of its facilities; 
  
 (g) all products and proceeds (including, without limitation, insurance proceeds) from the above-described Pledged Property. 
  

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