Unassociated Document


    
      Exhibit
        10.6

       

      C2
        GLOBAL TECHNOLOGIES, INC. AND CERTAIN OF ITS SUBSIDIARIES

      AMENDED
        AND RESTATED MASTER SECURITY AGREEMENT

       

      
        	
                To:

              	
                Laurus
                  Master Fund, Ltd.

                
                  c/o
                    M&C Corporate Services Limited

                  P.O.
                    Box 309 GT

                  Ugland
                    House

                  South
                    Church Street

                  George
                    Town

                  Grand
                    Cayman, Cayman Islands

                

              


      

       

      Dated
        as
        of October 14, 2004 and amended and restated as of September 30, 2005, as
        described in paragraph 1 below

       

      To
        Whom
        It May Concern:

       

      1.  Reference
        is made to that certain Master Security Agreement, dated October 14, 2004,
        by
        and among C2 Global Technologies Inc. (formally known as Acceris Communications
        Inc.), a Florida corporation (the “Company”), certain subsidiaries of the
        Company and Laurus Master Fund, Ltd., a Cayman Islands company (as amended,
        modified or supplemented prior to the date hereof, the “Existing Master Security
        Agreement”). Each of the Company, the other Assignors (as defined below) and
        Laurus hereby agree that this Master Security Agreement shall amend, restate,
        supersede and replace in all respects the Existing Master Security Agreement.
        The Company, each other Assignor and Laurus hereby agree that (i) this Master
        Security Agreement shall be a “Related Agreement” under, and as defined in, and
        for all purposes of, the Securities Purchase Agreement referred to below
        and
        (ii) that this Master Security Agreement shall be considered the “Master
        Security Agreement” under, as defined in, and for all purposes of, the
        Securities Purchase Agreement and the Related Agreements.

       

      2.  To
        secure
        the payment of all Obligations (as hereafter defined), the Company, each
        of the
        other undersigned parties (other than Laurus) and each other entity that
        is
        required to enter into this Master Security Agreement (each an “Assignor” and,
        collectively, the “Assignors”) hereby assigns and grants to Laurus a continuing
        security interest in all of the following property now owned or at any time
        hereafter acquired by such Assignor, or in which such Assignor now has or
        at any
        time in the future may acquire any right, title or interest (the “Collateral”):
        all cash, cash equivalents, accounts, accounts receivable, deposit accounts
        (including, without limitation, the deposit account that holds the Collateral
        Deposit maintained at North Fork Bank (Account Name: Laurus Master Fund-COBT
        Cash Collateral, Account Number: 270-405-5827) referred to in that certain
        Cash
        Collateral Deposit Agreement, dated September 30, 2005, by and between the
        Company and Laurus), inventory, equipment, goods, fixtures, documents,
        instruments (including, without limitation, promissory notes), contract rights,
        general intangibles (including, without limitation, payment intangibles and
        an
        absolute right to license on terms no less favorable than those current in
        effect among such Assignor’s affiliates), chattel paper, supporting obligations,
        investment property (including, without limitation, all partnership interests,
        limited liability company membership interests and all other equity interests
        owned by any Assignor), letter-of-credit rights, trademarks, trademark
        applications, tradestyles, patents, patent applications, copyrights, copyright
        applications and other intellectual property in which such Assignor now has
        or
        hereafter may acquire any right, title or interest, all proceeds and products
        thereof (including, without limitation, proceeds of insurance) and all
        additions, accessions and substitutions thereto or therefor. In the event
        any
        Assignor wishes to finance the acquisition in the ordinary course of business
        of
        any hereafter acquired equipment and has obtained a written commitment from
        an
        unrelated third party financing source to finance such equipment, Laurus
        shall
        release its security interest on such hereafter acquired equipment so financed
        by such third party financing source. Except as otherwise defined herein,
        all
        capitalized terms used herein shall have the meanings provided such terms
        in the
        Securities Purchase Agreement referred to below.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.  The
        term
“Obligations” as used herein shall mean and include all debts, liabilities and
        obligations owing by each Assignor to Laurus arising under, out of, or in
        connection with: (i) that certain Securities Purchase Agreement dated as
        of the
        date hereof by and between the Company and Laurus (the “Securities Purchase
        Agreement”) and (ii) the Related Agreements referred to in the Securities
        Purchase Agreement (as each of the documents referred to in the immediately
        preceding clauses (i) and (ii) may be amended, modified, restated or
        supplemented from time to time, collectively, the “Documents”), and in
        connection with any documents, instruments or agreements relating to or executed
        in connection with the Documents or any documents, instruments or agreements
        referred to therein or otherwise, and in connection with any other indebtedness,
        obligations or liabilities of each such Assignor to Laurus, whether now existing
        or hereafter arising, direct or indirect, liquidated or unliquidated, absolute
        or contingent, due or not due and whether under, pursuant to or evidenced
        by a
        note, agreement, guaranty, instrument or otherwise, including, without
        limitation, obligations and liabilities of each Assignor for post-petition
        interest, fees, costs and charges that accrue after the commencement of any
        case
        by or against such Assignor under any bankruptcy, insolvency, reorganization
        or
        like proceeding (collectively, the “Debtor Relief Laws”) in each case,
        irrespective of the genuineness, validity, regularity or enforceability of
        such
        Obligations, or of any instrument evidencing any of the Obligations or of
        any
        collateral therefor or of the existence or extent of such collateral, and
        irrespective of the allowability, allowance or disallowance of any or all
        of the
        Obligations in any case commenced by or against any Assignor under any Debtor
        Relief Law.

       

      4.  Each
        Assignor hereby jointly and severally represents, warrants and covenants
        to
        Laurus that:

       

      (a)  it
        is a
        corporation, partnership or limited liability company, as the case may be,
        validly existing, in good standing and formed under the respective laws of
        its
        jurisdiction of formation set forth on Schedule A, and each Assignor will
        provide Laurus thirty (30) days’ prior written notice of any change in any of
        its respective jurisdiction of formation;

       

      
        
          
          

        

        
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      (b)  its
        legal
        name is as set forth in its Certificate of Incorporation or other organizational
        document (as applicable) as amended through the date hereof and as set forth
        on
        Schedule A, and it will provide Laurus thirty (30) days’ prior written notice of
        any change in its legal name;

       

      (c)  its
        organizational identification number (if applicable) is as set forth on Schedule
        A hereto, and it will provide Laurus thirty (30) days’ prior written notice of
        any change in its organizational identification number;

       

      (d)  it
        is the
        lawful owner of its Collateral and it has the sole right to grant a security
        interest therein and will defend the Collateral against all claims and demands
        of all persons and entities;

       

      (e)  it
        will
        keep its Collateral free and clear of all attachments, levies, taxes, liens,
        security interests and encumbrances of every kind and nature (“Encumbrances”),
        except (i) Encumbrances securing the Obligations, (ii) Encumbrances securing
        the
        indebtedness of such Assignor owing to any of Counsel Corporation, an Ontario
        corporation (“Counsel”), Counsel Corporation (US), a Delaware corporation
        (“Counsel US”), or Counsel Communications, LLC, a Delaware limited liability
        company (“Counsel Communications”), in each case solely to the extent that such
        indebtedness is included in the term “Junior Liabilities” under and as defined
        in that certain Subordination Agreement, dated as of September 30, 2005,
        by and
        among Counsel, Counsel US, Counsel Communications and Laurus, as such agreement
        is amended, modified or supplemented from time to tiem and (iii) Encumbrances
        securing indebtedness of each such Assignor not to exceed $50,000 in the
        aggregate for all such Assignors so long as all such Encumbrances are removed
        or
        otherwise released to Laurus’ satisfaction within ten (10) days of the creation
        thereof;

       

      (f)  it
        will,
        at its and the other Assignors’ joint and several cost and expense keep the
        Collateral in good state of repair (ordinary wear and tear excepted) and
        will
        not waste or destroy the same or any part thereof other than ordinary course
        discarding of items no longer used or useful in its or such other Assignors’
        business;

       

      (g)  it
        will
        not, without Laurus’ prior written consent, sell, exchange, lease or otherwise
        dispose of any Collateral, whether by sale, lease or otherwise, except for
        the
        sale of inventory in the ordinary course of business and for the disposition
        or
        transfer in the ordinary course of business during any fiscal year of obsolete
        and worn-out equipment or equipment no longer necessary for its ongoing needs,
        having an aggregate fair market value of not more than $25,000 and only to
        the
        extent that:

       

      (i)  the
        proceeds of each such disposition are used to acquire replacement Collateral
        which is subject to Laurus’ first priority perfected security interest, or are
        used to repay the Obligations or to pay general corporate expenses;
        or

       

      
        
          
          

        

        
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      (ii)  following
        the occurrence of an Event of Default which continues to exist the proceeds
        of
        which are remitted to Laurus to be held as cash collateral for the
        Obligations;

       

      (h)  it
        will
        insure or cause the Collateral to be insured in Laurus’ name (as an additional
        insured and loss payee) against loss or damage by fire, theft, burglary,
        pilferage, loss in transit and such other hazards as Laurus shall specify
        in
        amounts and under policies by insurers acceptable to Laurus and all premiums
        thereon shall be paid by such Assignor and the policies delivered to Laurus.
        If
        any such Assignor fails to do so, Laurus may procure such insurance and the
        cost
        thereof shall be promptly reimbursed by the Assignors, jointly and severally,
        and shall constitute Obligations;

       

      (i)  it
        will
        at all reasonable times allow Laurus or Laurus’ representatives free access to
        and the right of inspection of the Collateral; 

       

      (j)  such
        Assignor (jointly and severally with each other Assignor) hereby indemnifies
        and
        saves Laurus harmless from all loss, costs, damage, liability and/or expense,
        including reasonable attorneys’ fees, that Laurus may sustain or incur to
        enforce payment, performance or fulfillment of any of the Obligations and/or
        in
        the enforcement of this Master Security Agreement or in the prosecution or
        defense of any action or proceeding either against Laurus or any Assignor
        concerning any matter growing out of or in connection with this Master Security
        Agreement, and/or any of the Obligations and/or any of the Collateral except
        to
        the extent caused by Laurus’ own gross negligence or willful misconduct (as
        determined by a court of competent jurisdiction in a final and nonappealable
        decision); and

       

      (k)   all
        trademarks, trademark applications, patents, patent applications, copyrights
        and
        copyright applications in which such Assignor has an interest is set forth
        on
        Schedule B to this Master Security Agreement, together with the registration
        or
        application number therefore, the registration or application date thereof
        and
        the country in which such registration or application has been applied
        for.

       

      5.  The
        occurrence of any of the following events or conditions shall constitute
        an
“Event of Default” under this Master Security Agreement:

       

      (a)  any
        covenant or any other term or condition of this Master Security Agreement
        is
        breached in any material respect and such breach, to the extent subject to
        cure,
        shall continue without remedy for a period of fifteen (15) days after the
        occurrence thereof;

       

      
        
          
          

        

        
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      (b)  any
        representation or warranty, or statement made or furnished to Laurus under
        this
        Master Security Agreement by any Assignor or on any Assignor’s behalf should
        prove to any time be false or misleading in any material respect on the date
        as
        of which made or deemed made;

       

      (c)  the
        loss,
        theft, substantial damage, destruction, sale or encumbrance to or of any
        of the
        Collateral or the making of any levy, seizure or attachment thereof or thereon
        except to the extent:

       

      (i)  such
        loss
        is covered by insurance proceeds which are used to replace the item or repay
        Laurus; or

       

      (ii)  said
        levy, seizure or attachment does not secure indebtedness in excess of $100,000
        in the aggregate for all Assignors and such levy, seizure or attachment has
        been
        removed or otherwise released within ten (10) days of the creation or the
        assertion thereof;

       

      (d)  an
        Event
        of Default shall have occurred under and as defined in any
        Document.

       

      6.  Upon
        the
        occurrence of any Event of Default and at any time thereafter, Laurus may
        declare all Obligations immediately due and payable and Laurus shall have
        the
        remedies of a secured party provided in the Uniform Commercial Code as in
        effect
        in the State of New York, this Agreement and other applicable law. Upon the
        occurrence of any Event of Default and at any time thereafter, Laurus will
        have
        the right to take possession of the Collateral and to maintain such possession
        on any Assignor’s premises or to remove the Collateral or any part thereof to
        such other premises as Laurus may desire. Upon Laurus’ request, each Assignor
        shall assemble or cause the Collateral to be assembled and make it available
        to
        Laurus at a place designated by Laurus. If any notification of intended
        disposition of any Collateral is required by law, such notification, if mailed,
        shall be deemed properly and reasonably given if mailed at least ten (10)
        days
        before such disposition, postage prepaid, addressed to the applicable Assignor
        either at such Assignor’s address shown herein or at any address appearing on
        Laurus’ records for such Assignor. Any proceeds of any disposition of any of the
        Collateral shall be applied by Laurus to the payment of all expenses in
        connection with the sale of the Collateral, including reasonable attorneys’ fees
        and other legal expenses and disbursements and the reasonable expenses of
        retaking, holding, preparing for sale, selling, and the like, and any balance
        of
        such proceeds may be applied by Laurus toward the payment of the Obligations
        in
        such order of application as Laurus may elect, and each Assignor shall be
        liable
        for any deficiency. For the avoidance of doubt, following the occurrence
        and
        during the continuance of an Event of Default, Laurus shall have the immediate
        right to withdraw any and all monies contained in any deposit account in
        the
        name of any Assignor and controlled by Laurus and apply same to the repayment
        of
        the Obligations (in such order of application as Laurus may elect).

       

      7.  If
        any
        Assignor defaults in the performance or fulfillment of any of the terms,
        conditions, promises, covenants, provisions or warranties on such Assignor’s
        part to be performed or fulfilled under or pursuant to this Master Security
        Agreement, Laurus may, at its option without waiving its right to enforce
        this
        Master Security Agreement according to its terms, immediately or at any time
        thereafter and without notice to any Assignor, perform or fulfill the same
        or
        cause the performance or fulfillment of the same for each Assignor’s joint and
        several account and at each Assignor’s joint and several cost and expense, and
        the cost and expense thereof (including reasonable attorneys’ fees) shall be
        added to the Obligations and shall be payable on demand with interest thereon
        at
        the highest rate permitted by law, or, at Laurus’ option, debited by Laurus from
        any other deposit accounts in the name of any Assignor and controlled by
        Laurus.

       

      
        
          
          

        

        
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      8.  Each
        Assignor appoints Laurus, any of Laurus’ officers, employees or any other person
        or entity whom Laurus may designate as such Assignor’s attorney, with power to
        execute such documents in each such Assignor’s behalf and to supply any omitted
        information and correct patent errors in any documents executed by any Assignor
        or on any Assignor’s behalf; to file financing statements against such Assignor
        covering the Collateral (and, in connection with the filing of any such
        financing statements, describe the Collateral as “all assets and all personal
        property, whether now owned and/or hereafter acquired” (or any substantially
        similar variation thereof)); to sign such Assignor’s name on public records; and
        to do all other things Laurus deem necessary to carry out this Master Security
        Agreement. Each Assignor hereby ratifies and approves all acts of the attorney
        and neither Laurus nor the attorney will be liable for any acts of commission
        or
        omission, nor for any error of judgment or mistake of fact or law other than
        gross negligence or willful misconduct (as determined by a court of competent
        jurisdiction in a final and non-appealable decision). This power being coupled
        with an interest, is irrevocable so long as any Obligations remains unpaid.
        

       

      9.  No
        delay
        or failure on Laurus’ part in exercising any right, privilege or option
        hereunder shall operate as a waiver of such or of any other right, privilege,
        remedy or option, and no waiver whatever shall be valid unless in writing,
        signed by Laurus and then only to the extent therein set forth, and no waiver
        by
        Laurus of any default shall operate as a waiver of any other default or of
        the
        same default on a future occasion. Laurus’ books and records containing entries
        with respect to the Obligations shall be admissible in evidence in any action
        or
        proceeding, shall be binding upon each Assignor for the purpose of establishing
        the items therein set forth and shall constitute prima facie proof thereof.
        Laurus shall have the right to enforce any one or more of the remedies available
        to Laurus, successively, alternately or concurrently. Each Assignor agrees
        to
        join with Laurus in executing such documents or other instruments to the
        extent
        required by the Uniform Commercial Code in form satisfactory to Laurus and
        in
        executing such other documents or instruments as may be required or deemed
        necessary by Laurus for purposes of affecting or continuing Laurus’ security
        interest in the Collateral.

       

      10.  THIS
        MASTER SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
        IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
        MADE
        AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
        LAWS.
        All of the rights, remedies, options, privileges and elections given to Laurus
        hereunder shall inure to the benefit of Laurus’ successors and assigns. The term
“Laurus” as herein used shall include Laurus, any parent of Laurus’, any of
        Laurus’ subsidiaries and any co-subsidiaries of Laurus’ parent, whether now
        existing or hereafter created or acquired, and all of the terms, conditions,
        promises, covenants, provisions and warranties of this Agreement shall inure
        to
        the benefit of each of the foregoing, and shall bind the representatives,
        successors and assigns of each Assignor.

       

      
        
          
          

        

        
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      11.  Each
        Assignor hereby consents and agrees that the state of federal courts located
        in
        the County of New York, State of New York shall have exclusive jurisdiction
        to
        hear and determine any claims or disputes between Assignor, on the one hand,
        and
        Laurus, on the other hand, pertaining to this Master Security Agreement or
        to
        any matter arising out of or related to this Master Security Agreement,
        provided, that Laurus and each Assignor acknowledges that any appeals from
        those
        courts may have to be heard by a court located outside of the County of New
        York, State of New York, and further provided, that nothing in this Master
        Security Agreement shall be deemed or operate to preclude Laurus from bringing
        suit or taking other legal action in any other jurisdiction to collect, the
        Obligations, to realize on the Collateral or any other security for the
        Obligations, or to enforce a judgment or other court order in favor of Laurus.
        Each Assignor expressly submits and consents in advance to such jurisdiction
        in
        any action or suit commenced in any such court, and each Assignor hereby
        waives
        any objection which it may have based upon lack of personal jurisdiction,
        improper venue or forum non conveniens.
        Each
        Assignor hereby waives personal service of the summons, complaint and other
        process issues in any such action or suit and agrees that service of such
        summons, complaint and other process may be made by registered or certified
        mail
        addressed to such assignor at the address set forth on the signature lines
        hereto and that service so made shall be deemed completed upon the earlier
        of
        such Assignor’s actual receipt thereof or three (3) days after deposit in the
        U.S. mails, proper postage prepaid.

       

      The
        parties desire that their disputes be resolved by a judge applying such
        applicable laws. Therefore, to achieve the best combination of the benefits
        of
        the judicial system and of arbitration, the parties hereto waive all rights
        to
        trial by jury in any action, suite, or proceeding brought to resolve any
        dispute, whether arising in contract, tort, or otherwise between Laurus,
        and/or
        any Assignor arising out of, connected with, related or incidental to the
        relationship established between them in connection with this Master Security
        Agreement or the transactions related hereto.

       

      12.  It
        is
        understood and agreed that any person or entity that desires to become an
        Assignor hereunder, or is required to execute a counterpart of this Master
        Security Agreement after the date hereof pursuant to the requirements of
        any
        Document, shall become an Assignor hereunder by (x) executing a Joinder
        Agreement in form and substance satisfactory to Laurus, (y) delivering
        supplements to such exhibits and annexes to such Documents as Laurus shall
        reasonably request and (z) taking all actions as specified in this Master
        Security Agreement as would have been taken by such Assignor had it been
        an
        original party to this Master Security Agreement, in each case with all
        documents required above to be delivered to Laurus and with all documents
        and
        actions required above to be taken to the reasonable satisfaction of
        Laurus.

       

      
        
          
          

        

        
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      13.  All
        notices from Laurus to any Assignor shall be sufficiently given if mailed
        or
        delivered to such Assignor’s address set forth below.

       

      
        	 	 	 
	 	Very
                truly yours,
	 	 
	 	C2 GLOBAL TECHNOLOGIES INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title: 
	 	Address:


      

      
        	 	 	 
	 	C2
                COMMUNICATIONS TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title: 
	 	Address:


      

      
        	 	 	 
	 	WEBTOTEL
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title: 
	 	Address:


      

      
        	 	 	 
	 	CPT-1
                HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:
	 	Address:


      

      
        	 	 	 
	 	ACCERIS
                COMMUNICATIONS CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:
	 	Address:


      

      
        	 	 	 
	 	MIBRIDGE,
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title: 


      

      
        	 	 	 
	 	 	 
	 	ACKNOWLEDGED
                AND AGREED:
	 	 
	 	LAURUS MASTER FUND, LTD.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title 


      

       

      
        
          
          

        

        
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