Communications International Holdings, Limited; iFreedom Communications
Corporation; iFreedom Communications (Malaysia) Sdn. Bhd.; iFreedom
Communications, Inc.; iFreedom Communications Hong Kong Limited and iFreedom
Ltd., jointly and severally, (collectively the “Payor”) promise to pay to the
order of Fusion Telecommunications International, Inc. (the "Holder"), the
amount of $463,097.96,
with any additional amount owed Holder for services sold to Payor as of March
20, 2006 and other amounts that are or come due from Payor to Holder
(collectively the “Indebtedness”).
2. Optional Prepayments.
may be prepaid in whole or in part at any time without premium or
and Manner of Payment.
under this Note are to be made in United States currency to Holder at 420
Lexington Avenue, Suite 518, New York, New York 10170 or at such other location
designated in writing by Holder from time to time.
is secured by a security agreement by Payor to Holder dated this day on certain
property of Payor dated this date ( referred to as “Collateral Agreements”) and
all of the terms and conditions of the Collateral Agreements are incorporated
herein and made a part hereof.
of Default; Remedies.
the following events (each, an "Event
shall fail to make any payment due under this Note when due;
shall at any time materially default in the observance or performance of any
agreement contained herein;
shall occur an event of default under any of the Collateral Agreements, the
Assets Purchase Agreement between Payor and Holder or any other agreement
the representations and warranties made or deemed to be made herein or in the
Collateral Agreements by Payor shall have been materially untrue as of the
shall become insolvent, or file a voluntary petition in bankruptcy, or if a
petition in bankruptcy shall be filed against it, fails to pay its debts when
due, or if any application for receivership of any nature be filed or a receiver
be appointed of its property or assets then, and in any such event, Holder
at its option, exercise any rights and remedies available under this Note,
law or in equity. Holder's remedies include the right to declare all principal,
interest and other sums outstanding under this Note to be immediately due and
payable in full, to increase the rate of interest as provided in this Note
the Default Rate (as defined in Section 6), and to collect all sums owing from
Payor as set forth hereunder. Holder's delay or failure to accelerate this
or to exercise any other available right or remedy shall not impair any such
right or remedy, nor shall it be construed to be a forbearance or
entire amount due under this Note will accelerate without notice and become
immediately due and payable.
occurrence of an Event of Default and so long as the Event of Default is
continuing, in addition to all other rights and remedies, the outstanding
principal balance of this Note shall bear interest at the rate equal to fourteen
percent (14%) per annum, or such lesser rate which is the maximum rate of
interest permitted by law.
Event of Default hereunder occurs, Payor shall pay Holder the reasonable
attorneys' fees and reasonable costs incurred to collect the unpaid principal
balance and interest owing on this Note and otherwise to enforce Holder's rights
and remedies under this Note or Collateral Agreements.
Waiver; Remedies Cumulative.
failure or delay in exercising any right or remedy hereunder operates as a
waiver thereof. No single or partial exercise of any right or remedy hereunder
precludes any other or further exercise of any right or remedy hereunder or
thereunder. Except as expressly provided herein, the exercise of any right
remedy hereunder does not preclude the simultaneous or later exercise of any
other rights or remedies available at law or in equity. No amendment or waiver
of any provision of this Note, nor consent to any departure by Payor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Holder, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
shall be binding on Payor and its successors and assigns and shall inure to
benefit of Holder and its successors and assigns. Payor shall have no right
assign this Note without the prior written consent of the Holder. The term
"Holder" in this Note shall refer to the individual originally holding this
or to any other future holder of this Note. In the event that there is a
change-in-control of the Payor, (as herein defined), the Holder shall have
right to declare all principal, interest and other sums outstanding under this
Note to be immediately due and payable in full, to increase the rate of interest
as provided in this Note, and to collect all sums owing from Payor. Holder's
delay or failure to accelerate this Note or to exercise any other available
right or remedy shall not impair any such right or remedy, nor shall it be
construed to be a forbearance or waiver. A “change-in-control” of Payor shall
mean the occurrence of any of the following events:
agreement for or the consummation of any consolidation or merger of the Payor
which the Payor is not the continuing or surviving company; or
than with the Holder, the agreement for or the consummation of any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Payor; or
approval by the shareholders of the Payor of any plan or proposal for the
liquidation or dissolution of the Payor.
AGREEMENT AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT,
INCLUDING TORT CLAIMS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
hereby irrevocably consents and agrees that any legal action, suit, or
proceeding arising out of or in any way connected with this Note shall be
instituted or brought only in the courts of the State of Florida, as Holder
elect. Payor further agrees that final judgment against it in any such legal
action, suit or proceeding shall be conclusive and may be enforced in any other
jurisdiction, within or outside the United States of America, by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence
of the fact and the amount of the liability.
headings in this Agreement are for convenience of reference only and do not
affect the meaning of any provision.
term or provision of this Note is at any time held to be invalid by any court
competent jurisdiction, such invalidity shall not affect the remaining terms
provisions of this Note, which shall continue to be in full force and
hereby waives set off, presentment, demand for payment, protect, notice of
protest and notice of dishonor of this Note.
of Trial by Jury. THE
PAYOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION.
is fully negotiable.
has caused this Note to be duly executed as of the date first written
Communications International Holdings, Ltd
Communications (Malaysia) Sdn. Bhd.
Communications Hong Kong Limited