Counsel RB Capital Inc. (Form: 8-K, Received: 01/24/2011 16:06:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

January 24, 2011 (January 19, 2011)

Date of report (Date of earliest event reported)

COUNSEL RB CAPITAL INC.

(Exact Name of Registrant as Specified in its Charter)

FLORIDA

(State or Other Jurisdiction of

Incorporation or Organization)

0-17973		59-2291344
(Commission File No.)		(I.R.S. Employer Identification No.)

1 Toronto Street, Suite 700, P.O. Box 3, Toronto, Ontario, Canada, M5C 2V6

(Address of Principal Executive Offices)

(416) 866-3000

(Registrants Telephone Number, Including Area Code)

C2 Global Technologies Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01.

Entry into a Material Definitive Agreement.

Director and Officer Indemnification Agreements

Effective January 19, 2011, Counsel RB Capital Inc., formerly known as C2 Global Technologies Inc. (the “Company”, “we” or “us”) has entered into Indemnification Agreements (an “Indemnification Agreement”) with each of Adam Reich and Jonathan Reich (each an “Indemnitee”) in connection with appointing each as officers of the Company as described under Item 5.02. The Company intends to enter into substantially similar agreements with each of its existing officers and directors. The material terms of each of the Indemnification Agreements are identical and are summarized below. The Indemnification Agreements provide to the Indemnitee indemnification rights that are in addition to those provided under the Company’s articles of incorporation, bylaws and applicable law. The Indemnification Agreements provide that the Company will indemnify the Indemnitee from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee and arising out of any of the following: (i) the Indemnitee’s service as a director, officer, employee or agent of the Company; (ii) while serving as a director or officer of the Company, the Indemnitee’s service at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise; or (iii) any action alleged to have been taken or omitted in any of the foregoing capacities. Pursuant to the Indemnification Agreements, the Company is obligated to maintain insurance policies that provide coverage for any liability asserted against or incurred by the Indemnitee by reason of the fact that Indemnitee has or has agreed to serve in any of the foregoing capacities or arising out of Indemnitee’s status as such. The Indemnification Agreements provide indemnification rights to the fullest extent permitted by the Company’s articles of incorporation, bylaws and the Florida Business Corporation Act or other applicable law and provide procedures for the determination of the Indemnitee’s right to receive indemnification and the advancement of expenses. The Indemnification Agreements also provide certain additional rights to the Indemnitee in the event of a change in control of the Company.

The foregoing description of the Indemnification Agreements is a general description only and is qualified in its entirety by reference to each of the Indemnification Agreements, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Jonathan Reich and Adam Reich have been appointed co-Chief Executive Officers of the Company effective January 19, 2011 pursuant to employment agreements entered into between each of them and the Company (the “Employment Agreements”). The material terms of each of the Employment Agreements are identical and are summarized below. Jonathan Reich and Adam Reich are brothers. Jonathan Reich is 47 years old. Adam Reich is 44 years old.

Prior to their appointment as co-CEOs, the Reich brothers each served as co-CEOs of the Company’s subsidiary, Counsel RB Capital LLC (“Counsel RB”). The brothers will continue as co-CEOs of Counsel RB in addition to serving in their new capacity. Jonathan and Adam Reich are former practicing bankruptcy attorneys and have been assisting legal, financial and corporate clients with their surplus asset management needs for over 20 years. Both have extensive experience representing debtors and secured and unsecured creditors with complex asset transactions that arise from bankruptcies, plant closures and restructuring situations, and over the years have recovered millions of dollars from asset dispositions on behalf of their clients.

In connection with the appointment of each of Adam and Jonathan Reich as co-Chief Executive Officers of the Company as described above, Allan C. Silber has resigned the position of Chief Executive Officer of the Company effective January 19, 2011. Mr. Silber continues to serve as the Chairman of the Company’s Board of Directors and will also assume the position of President of the Company, effective January 19, 2011. Mr. Silber is 62 years old. Mr. Silber was elected to the Board of Directors as a Class II director in September 2001. He was appointed as Chairman of the Board in November 2001, a position he held until October 2004, and was again appointed as Chairman of the Board in March 2005. Mr. Silber is the Chairman and CEO of Counsel Corporation (“Counsel”), which he founded in 1979, the Chairman of Knight’s Bridge Capital Partners Inc., a wholly-owned subsidiary of Counsel that is a financial services provider, and, since 2007, the Chairman and, until December 2010, the CEO of Terra Firma Capital Corporation, a TSX Venture Exchange listed company of which Counsel owns approximately 21%. Mr. Silber attended McMaster University and received a Bachelor of Science degree from the University of Toronto.

The information relating to Mr. Silber disclosed in Items 11 and 13 of the Company’s 10-K for fiscal year 2009 filed with the SEC on March 31, 2010 (the “10-K”) is hereby incorporated by reference. The Company has made no change in the compensation arrangements with respect to Mr. Silber in relation to the change in his office, and there are no related party transactions between the Company and Mr. Silber other than those disclosed in Item 11 and Item 13 of the 10-K.

Reich Brothers’ Employment Agreements

The Employment Agreements provide that each of the Reich brothers (each an “Executive”) will serve as a co-CEO of the Company, reporting to the Chairman of the Board and/or the President of the Company.

The Employment Agreements provide that each Executive will be paid a base salary of $450,000 per year, which may be increased but not decreased upon annual review by the Company’s Board of Directors. Each Executive will also be eligible for a discretionary annual bonus of up to 50% of his base salary. The Chairman of the Board of Directors will determine the amount of any bonus based on performance criteria established at the beginning of each fiscal year. Any bonus will be paid within 90 days from March 1 in the year following the fiscal year in which the services to which the bonus applies were performed.

Each Executive will also be entitled to participate in all employee stock option, pension and welfare benefit plans, programs and practices maintained by the Company for its employees generally in accordance with the terms of such plans, programs and practices as in effect from time to time, and in any other insurance, pension, retirement or welfare benefit plans, programs and practices which the Company generally provides to its executives from time to time.

Pursuant to the Employment Agreements, on the effective date of their employment, each Executive was granted certain options to purchase common stock of the Company under the Company’s 2010 Non-Qualified Stock Option Plan, as described below.

Each Executive is entitled to 4 weeks of vacation per year of employment and is entitled to such holidays as are established by the Company’s policies.

Each of the Employment Agreements provides for an initial term of five years, and will continue year to year thereafter unless either party gives notice of termination. The term will automatically terminate upon the death of the Executive. The Company may terminate the Executive’s employment for cause or without cause upon providing a notice of termination or in the event the Executive becomes disabled. The Executive may terminate his employment for good reason by providing a notice of termination within 45 days of the event which he believes provides him with grounds to terminate his employment for good reason.

For purposes of the Employment Agreements:

“Disability” means a physical or mental infirmity which impairs Executive’s ability to perform substantially his duties for a total period exceeding six (6) months during the term of his employment or for a period of four (4) consecutive months.

“Cause” means actions or omissions by Executive: (i) constituting fraud, larceny, embezzlement, conversion or otherwise involving the misappropriation of assets of the Company or any other illegal conduct with respect to the Company which acts are harmful to, either financially, or to the business reputation of, the Company; (ii) constituting gross negligence or intentional misconduct; (iii) resulting in a conviction (or a plea of guilty or no contest) for any felony or any crime of moral turpitude; (iv) constituting habitual alcohol or substance abuse; (v) constituting a material breach of the Employment Agreement which, if curable, is not cured within fifteen (15) days after receipt of written notice thereof; (vi) constituting a material failure by Executive to perform his duties, which nonperformance continues after written notice thereof and a fifteen (15) day chance to cure; (vii) resulting in an unauthorized breach of the Company’s Code of Conduct; or (viii) constituting a breach of the fiduciary duty owed by Executive to the Company or any subsidiary or affiliate of the Company which, if curable, is not cured within fifteen (15) days after receipt of written notice thereof.

“Good reason” means, during the term of employment and without Executive’s consent: (i) a material diminution of Executive’s title, reporting structure, position or responsibilities; (ii) a material reduction in his base salary; or (iii) any other action or inaction by the Company that constitutes a material breach of the Employment Agreement.

Upon the termination of the Executive’s employment for death or disability or by the Company for cause, the Executive’s beneficiary or estate will be entitled to receive any earned but unpaid portion, if any, of the Executive’s base salary computed on a pro rata basis through the Executive’s termination date (the “Accrued Compensation”), plus a pro rata share of the bonus payable in the fiscal year of termination. Upon termination of the Executive’s employment by the Company without cause, the Executive will be entitled to the Accrued Compensation, twelve month’s base salary (payable in a lump sum) (the “Severance Payments”), and a pro rata share of the bonus payable in the fiscal year of termination based on the termination date (provided the Executive has met as of the termination date the performance criteria established with respect to the bonus for the fiscal year in which the termination date occurs). Upon termination of the Executive’s employment by the Executive for good reason, the Executive will be entitled to the Accrued Compensation and the Severance Payments. As a condition to receiving any Severance Payments otherwise due under the Employment Agreement, the Executive must execute and agree to be bound by a release in favor of the Company relating to the waiver and general release of any and all claims arising out of or relating to Executive’s employment and termination of employment.

Each Employment Agreement provides that the Executive will be subject to customary confidentiality obligations for the term of his employment and 12 months thereafter (or longer with respect to any trade secrets of the Company), to customary non-compete obligations during the term of his employment and for a period of 12 months thereafter (except for following a termination by the Company without cause or by the Executive with good reason), to customary non-solicitation obligations during the term of his employment and for a period of 24 months thereafter, and to customary non-disparagement obligations during the term of his employment and thereafter.

The foregoing is meant to serve as a summary of the Employment Agreements only and is qualified in its entirety by reference to the actual Employment Agreements, a copy of each of which is attached hereto. Jonathan Reich’s Employment Agreement is attached as Exhibit 10.2, and Adam Reich’s Employment Agreement is attached as Exhibit 10.3.

Recent Transactions between the Company and the Reich Brothers

On April 2, 2009 the Company, in partnership with Jonathan and Adam Reich, established Counsel RB. Counsel RB specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt. In addition to purchasing various types of assets, Counsel RB also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales. At formation, the Company owned 75% of the ownership interests in Counsel RB, and Jonathan Reich and Adam Reich each indirectly owned 12.5% of the ownership interests through each of their wholly-owned companies, Forsons, which is owned by Jonathan Reich, and Kind Chin, which is owned by Adam Reich.

On December 10, 2010, as disclosed in an 8-K dated December 14, 2010, the Company acquired the ownership interests of Counsel RB held by Kind Chin and Forsons in a transaction valued at approximately $421,460, based on the issuance of 3,242,000 shares of the Company’s common stock to each of Kind Chin and Forsons that before announcement of the transaction traded at $0.13 per share on the Over-the-Counter Bulletin Board (“OTCBB”) market. As discussed above, Kind Chin is wholly owned by Adam Reich, and Forsons is wholly owned by Jonathan Reich.

2010 Non-Qualified Stock Option Plan

The Company’s board of directors approved the creation of a 2010 Non-Qualified Stock Option Plan (the “Plan”) to induce certain key employees of the Company or any of its subsidiaries who are in a position to contribute materially to the Company’s prosperity to remain with the Company, to offer such persons incentives and rewards in recognition of their contributions to the Company’s progress, and to encourage such persons to continue to promote the best interests of the Company. The Company has reserved 1,250,000 shares of common stock of the Company (subject to adjustment under certain circumstances) for issuance or transfer upon exercise of options to be granted under the plan. Options may be issued under the Plan to any key employees or consultants selected by the Company’s Board of Directors (or a committee appointed by the board). Each option granted under the Plan will be evidenced by a stock option agreement. Options may not be granted with an exercise price less than the fair market value of the common stock of the Company as of the day of the grant. Options granted pursuant to the plan are subject to limitations on transfer and execution and may be issued subject to vesting conditions. Options may also be forfeited in certain circumstances. The foregoing is intended to be a summary of the Plan only and is qualified in its entirety by reference to the Plan itself, a copy of which is attached hereto as Exhibit 10.4.

Option Grants to the Reich Brothers

Pursuant to the Employment Agreements, on the effective date of their employment, Jonathan Reich and Adam Reich were each granted on January 19, 2011 (the “Grant Date”) options to purchase 625,000 shares of common stock of the Company under the Plan (the “Options”). The Options were issued subject to the terms of the Plan. The Options were granted with an exercise price of $1.83 per share. One quarter of the Options vest and become exercisable each year beginning on the first anniversary of the Grant Date and will be fully vested on the fourth anniversary of the Grant Date (subject to certain conditions). The Options will cease to vest upon the termination of the Option grantee’s employment. The Options will expire, if not sooner terminated or fully exercised, upon the tenth anniversary of the Grant Date.

Section 8 – Other Events

Item 8.01 Other Events

Name Change

As disclosed in an 8-K dated December 14, 2010, the Company’s board of directors and shareholders holding a majority of the outstanding voting stock of the Company approved a proposal to change the Company’s name from C2 Global Technologies Inc. to Counsel RB Capital Inc. The name change became effective January 19, 2011 upon the filing with the Florida Secretary of State Articles of Amendment to the Company’s Amended and Restated Articles of Organization.

Press Release

On January 20, 2011, the Company issued the press release attached hereto as Exhibit 99.1 announcing the appointment of Jonathan Reich and Adam Reich as co-CEO’s of the Company and the effectiveness of the Company’s change in name.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits

	(d) Exhibits

	No.		Exhibit

	10.1		Form of Indemnification Agreement

	10.2		Employment Agreement of Jonathan Reich, dated January 19, 2011.

	10.3		Employment Agreement of Adam Reich, dated January 19, 2011.

	10.4		2010 Non-Qualified Stock Option Plan.

	99.1		Press Release Dated January 20, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Counsel RB Capital Inc.

Date: January 24, 2011	By:	/s/ Stephen A. Weintraub
		Name:	Stephen A. Weintraub
		Title:	Chief Financial Officer and Corporate Secretary

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is dated as ________, 2011 (this “ Agreement ”) and is between C2 Global Technologies Inc., a Florida corporation (the “ Company ”), and ________ (the “ Indemnitee ”).

The Company believes that, in order to attract and retain highly competent persons to serve as directors and officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested the Indemnitee to serve as an officer or director of the Company and, in order to induce the Indemnitee to serve as an officer or director of the Company, the Company is willing to grant the Indemnitee the indemnification provided for herein. The Indemnitee is willing to so serve on the basis that such indemnification be provided.

The parties by this Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses.

In consideration of the Indemnitee’s service to the Company and the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

1. The Company will pay on behalf of the Indemnitee and his or her heirs, executors, administrators, or assigns, any amount which he or she is or becomes legally obligated to pay because of any action, suit, or proceeding, whether civil, criminal, administrative or investigative, the Indemnitee is made or is threatened to be made a party to or involved in (“ Proceeding ”) because of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement, which he or she commits or suffers while in his or her capacity as a director or officer of the Company, or at the request of the Company, acting as a director, officer, trustee, fiduciary, employee, or agent (collectively, “ Agent ”) of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, or any other enterprise or entity whatsoever, including without limitation, employee benefit plans (collectively, “ Affiliate ”), or by reason of the fact that the Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as an Agent of an Affiliate, whether the basis of such Proceeding is alleged action in an official capacity, or in any other capacity, to the fullest extent authorized by the Florida Business Corporation Act (or in the event the Company reincorporates in another state, the corporation act of such other state, on and after the effective date of such reincorporation), as the same exists on the date hereof or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment); provided, however, that except with respect to Proceedings seeking to enforce rights to indemnification hereunder, the Company shall indemnify the Indemnitee with respect to Proceedings initiated by the Indemnitee only if such Proceeding was authorized by the Board of Directors of the Company. The indemnification provided for herein shall continue after the Indemnitee has ceased to be a director or officer of the Company or an Agent of an Affiliate.

2. The payments which the Company will be obligated to make hereunder shall include any expense, liability or loss of the Indemnitee, including without limitation, damages, judgments, fines, penalties, amounts paid or to be paid in settlement or in costs, costs of investigation, attorneys’ fees and any other costs of defense of legal actions, claims or proceedings and appeals therefrom, and costs of attachment or similar bonds, and any other amounts actually incurred or suffered by the Indemnitee in connection with any Proceeding. The Company shall advance to the Indemnitee as soon as practicable any and all attorneys’ fees and any other costs of investigation or defense upon receipt by the Company of an undertaking, if such undertaking is required by law, by or on the behalf of the Indemnitee to repay all amounts so advanced if a final adjudication shall establish that the Indemnitee was not entitled to be indemnified.

3. The Company shall not be liable under this Agreement to make any payment in connection with any Proceeding:

(a) to the extent of any payment that is actually made to the Indemnitee under a valid and collectible insurance policy;

(b) for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; or

(c) if a judgment or other final adjudication shall establish that such payment is prohibited by applicable law or is against public policy.

4. If a claim under this Agreement is not paid by the Company, or on its behalf, within sixty (60) days after a written claim has been received by the Company (except in the case of a claim for expenses incurred in a Proceeding in advance of its final disposition in which case the applicable period shall be twenty (20) days), the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim; and, if successful in whole or in part in such suit or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such claim.

5. The Company shall maintain in full force and effect, at its own expense, insurance coverage for the Indemnitee in amounts and scope customary for companies of like size and business, such insurance coverage to provide the Indemnitee with coverage for any liability asserted against, and incurred by, the Indemnitee or on the Indemnitee’s behalf by reason of the fact that the Indemnitee is or was or has agreed to serve as a director or officer of the Company or at the Company’s request as an Agent of an Affiliate. Such insurance policies shall have coverage terms and policy limits at least as favorable to the Indemnitee as the insurance coverage provided to any other director or officer of the Company. The Company agrees that money damages would not be a sufficient remedy for any breach of this provision and that the Indemnitee shall be entitled to specific performance and injunctive or other equitable relief as remedies for any such breach and that such remedies shall not be deemed to be the exclusive remedies of the Indemnitee, and shall be in addition to all other remedies available at law or in equity to the Indemnitee.

6. The Indemnitee shall give to the Company notice as soon practicable of any Proceeding for which indemnity will or could be sought under this Agreement, the Company’s Bylaws, or any other obligation whatsoever of the Company to indemnify the Indemnitee or for which insurance coverage could be available.

7. The Indemnitee shall give the Company and any insurance company providing Insurance coverage, such information and cooperation in the defense of a Proceeding as they may reasonably require and as shall be within the Indemnitee’s power; provided, however, that if a Proceeding is brought by the Company, or if the Company is assisting or cooperating in the prosecution of a Proceeding against the Indemnitee, the Indemnitee shall only be required to provide information to and cooperate with any insurance company providing insurance coverage.

8. Nothing herein shall be deemed to diminish or otherwise restrict the Indemnitee’s right to indemnification under any provision of the Certificate of Incorporation or Bylaws of the Company, under Florida law (or in the event the Company reincorporates in another state, such other state’s law on or after the effective date of such reincorporation), or under any other obligation whatsoever of the Company to indemnify the Indemnitee.

9. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

10. The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent permitted, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by any provision held invalid, void or otherwise unenforceable.

11. This Agreement shall be binding upon all successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger, consolidation, or operation of law) and shall inure to the benefit of the heirs, personal representatives and estate of the Indemnitee.

12. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument.

13. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida without reference to its conflicts of law principles. The foregoing notwithstanding, in the event the Company reincorporates in another state, on and after the effective date of such reincorporation, this Agreement shall be governed by the laws of such state without reference to such state’s conflicts of law principles.

[signature page follows]

The parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.

	C2 GLOBAL TECHNOLOGIES INC.

	By:
	Name:
	Title:

	INDEMNITEE:


	Name:

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement” ) is made as of the 19th day of January, 2011 (the “ Effective Date” ) by and between C2 Global Technologies Inc., a Florida corporation (the “ Company ”), and Jonathan Reich (“ Executive ”).

Executive is skilled in legal, business and financial matters, especially as they relate to the asset liquidation business. The parties hereto believe that it is in their respective interests to enter into an employment agreement whereby, for the consideration specified herein, Executive shall provide the services specified herein. Certain definitions are set forth in Section 7 .

The parties hereto agree as follows:

Section 1. Employment .

(a) Employment Period . The Company agrees to employ Executive and Executive accepts such employment for the period (the “ Employment Period” ) beginning on the Effective Date and ending on the fifth anniversary of the Effective Date. The Employment Period will renew automatically on a year-to-year basis thereafter, until either party gives notice of non-renewal not less than sixty (60) days prior to an anniversary of the Effective Date. The Employment Period will end on an earlier date if Executive’s employment is terminated in accordance with Section 2 (the date of termination or non-renewal being hereinafter called the “ Termination Date ”).

(b) Position and Duties .

(i) During the Employment Period, Executive shall serve as the Co-CEO of the Company and Executive shall report to the Chairman of the Board of the Company. Executive shall perform all duties and shall have all powers which are commonly incident to his office as well as all powers that are delegated to Executive by the Chairman of the Board of the Company.

(ii) Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, except for permitted vacation periods in accordance with the Company’s policy, periods of illness or other incapacity, and reasonable time spent with respect to civic and charitable activities, provided that none of such activities materially interfere with Executive’s duties to the Company or its Subsidiaries.

(i) During the Employment Period, the Company shall pay Executive a base salary at the rate of $450,000 per annum (the “ Base Salary ”) in such installments in accordance with the regular payroll practices of the Company with respect to executive officers of the Company. The Board shall review the Base Salary annually, but not reduce it.

(ii) During the Employment Period, Executive will be eligible for a discretionary annual bonus of up to fifty percent (50%) of the Base Salary, pro-rated for any periods that do not commence on January 1 or end on December 31 in any given year (based on the actual number of days elapsed over a year of 365 or 366 days, as applicable) (the “ Bonus ”). The Chairman of the Board of the Company shall determine the amount of any Bonus to be awarded based on performance criteria established at the beginning of each fiscal year, and the timing of such award and the payment of any such Bonus shall be made within the ninety (90) day period beginning on March 1 of each year immediately following the fiscal year in which the services to which the Bonus applies were performed.

(iii) During the Employment Period, Executive will be entitled to participate in all employee stock option, pension and welfare benefit plans, programs and practices maintained by the Company for its employees generally in accordance with the terms of such plans, programs and practices as in effect from time to time, and in any other insurance, pension, retirement or welfare benefit plans, programs and practices which the Company generally provides to its executives from time to time.

(iv) On the Effective Date, the Company will grant Executive options to purchase 625,000 shares of the Company’s common stock with an exercise price of $1.83 per share and with vesting over four years beginning on the first anniversary of the Effective Date (the “ Option Award ”). The Option Award will be subject to the terms and conditions of the Company’s 2010 Nonqualified Stock Option Plan (the “ Plan ”) and a Nonqualified Stock Option Agreement approved under the Plan.

(v) The Company shall pay Executive a signing bonus in the amount of $100,000 promptly following the Effective Date.

(d) Expenses . The Company shall pay or reimburse Executive (at the Company’s option) in accordance with the Company’s then-current policies for fully-documented (in accordance with the Company’s policies) reasonable and necessary expenses and other disbursements incurred by Executive for or on behalf of the Company in the performance of his duties hereunder, including, without limitation, travel on behalf of or in connection with his services for the Company in a manner customary for the Company’s senior executives, including food and lodging expenses while Executive is away from home performing services for the Company.

(e) Workplace and Work Schedule . Executive’s workplace will be the Company’s office in New York, or such other office or offices as are approved by the Company. Executive is entitled to such holidays as are established by the Company’s policies. Executive is entitled to four (4) weeks of vacation per year of employment, which may be taken in various periods, subject to the Company’s needs.

Section 2. Termination Of Employment .

(a) Death or Disability . The Company may terminate Executive’s employment during the Employment Period due to his death or Disability. If Executive dies during the Employment Period, the Termination Date will be deemed to be the date of his death.

(b) Cause . The Company may terminate the employment of Executive at any time during the Employment Period for Cause by giving him a Notice of Termination.

(c) Without Cause . The Company may terminate Executive’s employment at any time during the Employment Period without Cause by giving him a Notice of Termination.

(d) Good Reason . Executive may terminate his employment during the Employment Period for Good Reason by providing the Company a Notice of Termination within 45 days of his knowledge of the event which he believes provides him with grounds to terminate his employment for Good Reason.

Section 3. Effect Of Termination Of Employment .

(a) Death or Disability . If Executive’s employment is terminated due to death or Disability pursuant to Section 2(a) , neither Executive nor his beneficiary or estate will have any further rights or claims against the Company under this Agreement, except the right to receive:

(i) the earned but unpaid portion, if any, of the Base Salary, computed on a pro-rata basis through the Termination Date (based on the actual number of days elapsed over a year of 365 or 366 days, as applicable);

(ii) any outstanding amounts owed to Executive, if any, pursuant to Section 1(d) (collectively, the “ Accrued Compensation ”); and

(iii) provided that Executive has met, as of the Termination Date, the performance criteria established with respect to the Bonus for the fiscal year in which the Termination Date occurs, the pro-rata portion of the Bonus for such fiscal year (based on the actual number of days elapsed from the beginning of the fiscal year to the Termination Date over a year of 365 or 366 days, as applicable), the timing of the payment of any such Bonus to be in accordance with Section 1(c)(ii) .

(b) Cause . If Executive’s employment is terminated by the Company for Cause pursuant to Section 2(b) , neither Executive nor his beneficiary or estate will have any further rights or claims against the Company under this Agreement, except the right to receive the Accrued Compensation.

(c) Without Cause . If Executive’s employment is terminated by the Company without Cause pursuant to Section 2(c) , neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive:

(i) the Accrued Compensation;

(ii) an amount equal to the amount of the Base Salary, payable in a lump sum, Executive would have received for the period commencing on the Termination Date and ending 12 months after the Termination Date as provided in Section 9(b) ; and

(iii) provided that Executive has met, as of the Termination Date, the performance criteria established with respect to the Bonus for the fiscal year in which the Termination Date occurs, the pro-rata portion of the Bonus for such fiscal year (based on the actual number of days elapsed from the beginning of the fiscal year to the Termination Date over a year of 365 or 366 days, as applicable), payable in a lump sum to be in accordance with Section 1(c)(ii) .

(d) Good Reason . If Executive’s employment is terminated by Executive for Good Reason pursuant to Section 2(d) , neither Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement, except the right to receive:

(i) the Accrued Compensation; and

(ii) an amount equal to the amount of the Base Salary, payable in equal monthly installments in accordance with Section 1(c)(i) , Executive would have received for the period commencing on the Termination Date and ending 12 months after the Termination Date as provided in Section 9(b) .

(e) Release . Executive acknowledges and agrees that the payments provided for in Sections 3(c)(ii) and 3(d)(ii ) constitute liquidated damages for any claim of breach of contract under this Agreement as it relates to termination of his employment during the Employment Period without Cause pursuant to Section 2(c ) or with Good Reason pursuant to Section 2(d) . Notwithstanding the foregoing, if Executive is entitled to the payments set forth in Section 3(c)(ii ) or Section 3(d)(ii ), Executive shall execute and agree to be bound by an agreement, in form and substance satisfactory to the Company (the “ Release ”), relating to the waiver and general release of any and all claims arising out of or relating to Executive’s employment and termination of employment, and the Company will have no obligation to make the payments contemplated under Section 3(c)(ii ) or Section 3(d)(ii) , as the case may be, if Executive fails to execute such Release or seeks to revoke such Release before it becomes effective. In addition, if Executive violates or threatens to violate the terms of Section 4 , the continuing obligations of the Company to make the payments contemplated under Section 3(c)(ii ) or Section 3(d)(ii) , as the case may be, shall immediately terminate.

Section 4. Restrictions .

(a) Executive shall at all times, both during the Employment Period and for a period of 12 months following the Termination Date (or, with respect to any trade secret, for so long as such trade secret retains its status as such under applicable law), keep strictly confidential and not use or disclose to any third party any trade secret, information, knowledge or data not generally known to the public which Executive may have learned, discovered, developed, conceived, originated, prepared or received during or as a result of Executive’s employment by the Company or any Subsidiary or Affiliate with respect to the operations, businesses, affairs, products, services, technology, intellectual properties, Agents, customers, clients, pricing of products or services, policies, procedures, accounts, personnel, concepts, format, style, techniques or software of the Company or any Subsidiary or Affiliate (“ Proprietary Information ”). Executive acknowledges that Proprietary Information includes, without limitation, the business or other needs, requirements, preferences or other information relating to Agents and customers of the Company or any Subsidiary or Affiliate, acquisition targets of the Company or any Subsidiary or Affiliate and all information or data collected by the Company with reference thereto. Executive shall comply with any and all procedures which the Company may adopt from time to time to preserve the confidentiality of any trade secret or other confidential and proprietary information. Immediately upon the Termination Date, he shall (i) return to the Company all Proprietary Information he has received, regardless of how recorded, including all copies thereof made by him or any employee, agent or advisor of or to him, (ii) destroy (or cause to be destroyed) all materials incorporating or based on such Proprietary Information, and (iii) certify in writing that the foregoing have been completed. The Company may, in its sole discretion, upon or after the Termination Date, notify Executive’s new employer, clients or other parties that Executive has had access to certain trade secrets or other confidential and proprietary information which Executive is under a continuing obligation not to use or disclose. Notwithstanding the foregoing, the limitations imposed on Executive pursuant to this Section 4(a ) will not apply to Executive’s disclosure pursuant to an order of a court or governmental agency, provided that Executive notifies the Company and affords it an opportunity to oppose such order.

(b) In order to protect the Company from unfair competition and to prevent the unauthorized disclosure or use of the Proprietary Information, both during the Employment Period and for a period of 12 months following the Termination Date, Executive shall not, within the Restricted Territory (defined below), directly or indirectly engage in or become associated with any Competitive Activity (defined below). Executive will be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, employee, employer, consultant, principal, officer, director, independent contractor, agent, partner, advisor or in any other capacity, with or without compensation, calling for the rendition of personal services with any Person that is engaged in a Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such Person; provided, however , that Executive will not be prohibited from owning less than five percent (5%) of any publicly traded corporation that is in competition with the Company. “Competitive Activity” means (i) the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivables and distressed debt, (ii) the provision of traditional asset disposition services, such as on-site and webcast auctions, liquidations and negotiated sales, (iii) assisting financial institutions, bankruptcy and restructuring firms and corporate clients with complex asset transactions that arise from bankruptcies, plant closures, and restructuring situations, and (iv) any other products or services being offered by the Company on the Termination Date. “Restricted Territory” means the United States and Canada. In the alternative, and only if the above territory is deemed by a court of competent jurisdiction to be unreasonable or otherwise invalid or unenforceable, then the Restricted Territory means New York State, California, and any other state or province in which Executive maintained an office or otherwise provided services to the Company during the term of this agreement. Notwithstanding the foregoing, this Section 4(b) shall not apply after the Termination Date in the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 2(c) or by Executive for Good Reason pursuant to Section 2(d) .

(c) In order to protect the Company from unfair competition and to prevent the unauthorized disclosure or use of the Proprietary Information, both during the Employment Period and for a period of 24 months following the Termination Date, Executive shall not, directly or indirectly, for his own account or as a partner, joint venturer, employee, agent, or consultant: (i) employ as an employee, engage as an independent contractor or agent or otherwise retain or solicit or seek to so employ, engage, retain or solicit any person who, during any portion of the two (2) years prior to the Termination Date was, directly or indirectly, employed as an employee, engaged as an independent contractor or Agent or otherwise retained by the Company or any Subsidiary or Affiliate; (ii) induce any Person (except for individuals considered to be clerical or secretarial staff) to leave his or her employment with the Company, terminate an independent contractor or Agent relationship with the Company or terminate or reduce any contractual relationship with the Company or any Subsidiary or Affiliate; or (iii) directly or indirectly induce or influence any Agent, customer, supplier, or other person that has a business relationship with the Company or any Subsidiary or Affiliate to discontinue or reduce the extent of such relationship.

(d) Both during and after the Employment Period, except as required by applicable law or compelled by legal process, neither Executive nor anyone acting on his behalf will (i) make any derogatory, disparaging or critical statement about the Company or any of its present or former officers, directors, employees, shareholders, parents or subsidiaries or (ii) without the prior written consent of the Company, communicate, directly or indirectly, with the press or other media concerning the Company or the present or former employees or business of the Company (other than incidental references to the Company or its business which are non-specific in nature and included as a part of Executive’s general market observations). Further, the Company agrees that, both during and after the Employment Period, except as required by applicable law or compelled by legal process, neither the Company nor anyone acting on its behalf will (i) make any derogatory, disparaging or critical statement about Executive or (ii) without the prior written consent of Executive, communicate, directly or indirectly, with the press or other media concerning Executive.

(e) All processes, improvements, formulations, ideas, inventions, designs and discoveries, whether patentable or not (collectively “ Discoveries ”) and all patents, copyrights, trademarks, and other intangible rights (collectively “ Intellectual Property Rights ”) that may be conceived or developed by Executive either alone or with others, during the Employment Period or any extension or renewal thereof, whether or not conceived or developed during working hours, and with respect to which any equipment, supplies, facilities, or trade secret information of the Company or any Subsidiary or Affiliate was used, or that related to the business of the Company or any Subsidiary or Affiliate or to the Company’s or any Subsidiary’s or Affiliate’s actual or demonstrably anticipated research and development, or that result from any work performed by Executive for the Company or any Subsidiary or Affiliate, will be the sole property of the Company or a Subsidiary of Affiliate, as applicable. As provided in Section 2870 of the California Labor Code, the requirement to assign inventions hereunder shall not apply to an invention that Executive develops entirely on his own time without using the Company’s or any Subsidiary’s or Affiliate’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (i) relate, at the time of conception or reduction to practice of the invention to the Company’s or any Subsidiary’s or Affiliate’s business, or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate; or (ii) result from any work performed by Executive for the Company or any Subsidiary or Affiliate. Executive shall disclose to the Company all Discoveries and Intellectual Property Rights conceived during the Employment Period, or any extension or renewal thereof, which Executive believes meet the criteria set forth in California Labor Code Section 2870, whether or not the property of the Company or any Subsidiary or Affiliate under the terms of the preceding sentence.

(f) All Intellectual Property Rights that are subject to copyright protection and reduced to tangible form in whole or in part by Executive in the course of his employment shall be deemed to be a “work made for hire” as that term is used in 17 U.S.C. 101 et seq. , and Executive shall take all actions reasonably requested by the Company in order for the Company to obtain or register copyrights in such material. Executive hereby assigns to the Company the entire right, title, and interest in and to all Discoveries and all Intellectual Property Rights which are to be the property of the Company or any Subsidiary or Affiliate under Section 4(e) . Upon request of the Company, whether during or following Executive’s employment, Executive shall execute all such assignments, oaths, declarations, and other documents as may be prepared by the Company to effect the purposes of this paragraph. Upon request of the Company from time to time, whether during or following Executive’s employment, Executive shall provide the Company with all information, documentation, assistance, and other acts that the Company reasonably may request to evidence, perfect, enforce, transfer, or defend the Company’s proprietary rights in, to, or based upon Discoveries and/or Intellectual Property Rights which are to be the property of the Company or any Subsidiary or Affiliate under Section 4(e) . Executive shall provide all such information, documentation, assistance, and other acts for no additional consideration other than actual and necessary out-of-pocket expenses that are incurred at the Company’s request. Executive hereby irrevocably designates and appoints the Company as his attorney-in-fact and agent to act for and on his behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of this paragraph with the same legal force and effect as if executed by Executive.

(g) Executive shall abide by policies related to his employment by the Company as they are promulgated by the Company from time to time.

(h) Executive has a personal contact database and computer that he will use for the benefit of the Company. Such database and computer will remain the property of Executive. Immediately upon the Termination Date, Executive shall provide the Company a complete and accurate copy of such contact database and the Company and any Subsidiary or Affiliate may continue to use it. All telephone and cellular numbers used by Executive in performing services for the Company shall be property of the Company, provided that if the employment of Executive is terminated by the Company without Cause pursuant to Section 2(c) or by Executive for Good Cause pursuant to Section 2(d) , then Executive may retain Executive’s cellular number.

(i) Because the breach or attempted or threatened breach of this Section 4 may result in immediate and irreparable injury to the Company for which the Company may not have an adequate remedy at law, the Company shall be entitled, in addition to all other remedies, to a decree of specific performance thereof and to a temporary and permanent injunction enjoining such breach, without the necessity of posting bond or furnishing any similar security. The parties’ obligations under this Section 4 will survive any termination of Executive’s employment or this Agreement.

Section 5. Acknowledgments By Executive .

Executive understands that the restrictions contained in Section 4 may limit the ability of Executive to earn a livelihood in a competing business, but Executive nevertheless believes that Executive has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given the education, skills and ability of Executive), Executive does not believe would prevent him from earning a livelihood. Executive further acknowledges that this Agreement would not have been entered into and the benefits described in Section 1 and Section 3 would not have been promised in the absence of Executive’s promises under Section 4 .

Section 6. Tax Withholding .

The Company may withhold from any compensation or severance payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

Section 7. Definitions .

(a) “ Affiliate ” means any other Person controlling, controlled by, or under common control with the Company, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise.

(b) “ Agent ” means any Person which has received or is entitled to receive a commission from the Company related to the sale or marketing of the Company’s products or services.

(d) “ Cause ” means actions or omissions by Executive: (i) constituting fraud, larceny, embezzlement, conversion or otherwise involving the misappropriation of assets of the Company or any other illegal conduct with respect to the Company which acts are harmful to, either financially, or to the business reputation of, the Company; (ii) constituting gross negligence or intentional misconduct; (iii) resulting in a conviction (or a plea of guilty or no contest) for any felony or any crime of moral turpitude; (iv) constituting habitual alcohol or substance abuse; (v) constituting a material breach of this Agreement which, if curable, is not cured within fifteen (15) days after receipt of written notice thereof ; (vi) constituting a material failure by Executive to perform his duties, which nonperformance continues after written notice thereof and a fifteen (15) day chance to cure; (vii) resulting in an unauthorized breach of the Company’s Code of Conduct; or (viii) constituting a breach of the fiduciary duty owed by Executive to the Company or any Subsidiary or Affiliate which, if curable, is not cured within fifteen (15) days after receipt of written notice thereof .

(e) “ Disability ” means a physical or mental infirmity which impairs Executive’s ability to perform substantially his duties for a total period exceeding six (6) months during the Employment Period or for a period of four (4) consecutive months. Disability shall be determined by a physician acceptable to both the Company and Executive, or, if the Company and Executive cannot agree upon a physician within 15 days after the Company claims that Executive is suffering from a Disability, by a physician selected by two physicians, one designated by each of the Company and Executive. Executive’s failure to submit to any physical examination by any such physician after such physician has given reasonable notice of time and place of such examination shall be conclusive evidence of Executive’s inability to perform his duties hereunder.

(f) “ Good Reason ” means, during the Employment Period and without Executive’s consent: (i) a material diminution of Executive’s title, reporting structure, position or responsibilities; (ii) a material reduction in the Base Salary; or (iii) any other action or inaction by the Company that constitutes a material breach of this Agreement . Executive shall communicate any purported termination by Executive for Good Reason by a written Notice of Termination for Good Reason to the Company in accordance with Section 8 of this Agreement. For the purposes of this Agreement, a Notice of Termination for Good Reason shall mean a notice by Executive specifying the existence of one or more of the conditions described in this Section 7(f) within forty-five (45) days after the initial existence of the condition. Upon receipt of that notice, the Company shall have a period of thirty ( 30 ) days to remedy the condition or conditions specified in the Notice of Termination for Good Reason . The Notice of Termination for Good Reason must specify a T ermination D ate of not more than thirty ( 30 ) days after the last day of the Company’s cure period. If the Company remedies the condition within the 30-day period, the Notice of Termination for Good Reason shall become ineffective and the Company shall have no obligations under this Agreement as a result of it.

(g) “ Notice of Termination ” means a written notice that indicates the Termination Date, the specific termination provision in this Agreement relied upon, and the facts and circumstances, if any, claimed to provide a basis for such termination.

(h) “ Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(i) “ Subsidiary ” means any corporation or other entity of which the securities having a majority of the ordinary voting power in electing the board of directors (or similar governing body or manager, as applicable) are, at the time as of which any determination is being made, owned by the Company either directly or indirectly.

Section 8. Notices .

Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and. return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

If to the Company:

C2 Global Technologies Inc.

1 Toronto Street, Suite 700

Toronto, Ontario Canada M5C 2V6

Attention: Chairman

If to Executive:

Jonathan Reich

267 Central Avenue

White Plains, NY 10606

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. or Canadian mail.

Section 9. Section 409A Savings Clause .

(a) Application of Section 409A . To the extent of any compliance issues or ambiguous terms, this Agreement shall be construed in such a manner so as to comply with the requirements of section 409A of the Code, and the rules set forth in this Section 9 shall apply with respect to any payments (but only such payments) that may be subject to section 409A of the Code notwithstanding any other provision of this Agreement.

(b) Timing of Payments . Notwithstanding the applicable provisions of this Agreement regarding the timing of payments, any payment due hereunder which is contingent upon receipt of the Release described in Section 3(e) shall be made, if at all, in accordance with this Section 9(b) , and only if Executive has delivered to the Company a properly executed Release for which all legally mandated revocation rights of the Executive have expired prior to the ninetieth (90th) day following the Termination Date. Any such payment shall be made after receipt of such executed and irrevocable Release within such ninety (90) period, unless otherwise scheduled to be made after such period pursuant to the terms of this Agreement; provided, however, if the ninety (90) day period for such payments begins in one taxable year of Executive and ends in a second taxable year of Executive, any payments otherwise payable within such ninety (90) day period will be made in the second taxable year. Any payments due after such ninety (90) period shall be payable in accordance with their regularly scheduled payment date. All payments hereunder are subject to any required delay pursuant to Section 9(c) , if applicable. If the Company does not receive a properly executed Release, for which all rights of revocation have lapsed, prior to the time specified in this Section 9(b) , Executive shall forfeit all rights to any payments under Sections 3(c)(ii) and 3(d)(ii ) of this Agreement.

(c) Delayed Payments . (i) Notwithstanding any other payment schedule provided herein to the contrary, if, and only if, Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under section 409A(a)(2)(B) of the Code, then the terms of this Section 9(c) shall apply as required by section 409A of the Code. Any payment that is considered deferred compensation under section 409A of the Code payable on account of a “separation from service” shall be made on the date which is the earlier of (y) the expiration of the six (6) month period measured from the date of such “separation from service” of Executive or (z) the date of Executive’s death (the “ Delay Period ”) to the extent required under section 409A of the Code. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum by the Company, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and

(ii) To the extent that any benefits to be provided during the Delay Period are considered deferred compensation under section 409A of the Code provided on account of a “separation from service,” and such benefits are not otherwise exempt from section 409A of the Code, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs otherwise would have been paid by the Company or to the extent that such benefits otherwise would have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein.

(d) Separation from Service . For purposes of this Agreement, the phrase termination of employment or any similar term or phrase shall mean Executive’s “Separation from Service” as defined by the default provisions of Treas. Reg. § 1.409A-1(h).

Section 10. General Provisions .

(a) Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the foregoing, if the scope of any provision in Section 4 is found to be too broad to permit enforcement of such provision to its full extent, the parties consent to judicial modification of such provision and enforcement to the maximum extent permitted by law.

(b) Complete Agreement . This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(c) Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(d) Successors and Assigns . Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement shall not be assignable.

(e) Choice of Law; Venue . This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Exclusive venue for any action arising out of or related to this Agreement will be in state or federal court located in the County of New York, New York, and each party consents to the jurisdiction of such courts and waives any defense based on lack of personal jurisdiction or inconvenient forum.

(f) Waiver of Jury Trial . EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT BE TRIED BY JURY. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO DEMAND TRIAL BY JURY.

(g) Amendment and Waiver . The provisions of this Agreement may be amended and/or waived only with the prior written consent of the Company and Executive.

(h) Insurance . The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

(i) No Personal Liability . For clarity, Executive will not have any personal obligation or liability with respect to any of the debts, obligations or liabilities of the Company.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the Effective Date.

	C2 GLOBAL TECHNOLOGIES INC.

	By:	/s/ Allan C. Silber
	Name: Allan C. Silber
	Its: Chairman & CEO

	/s/ Jonathan Reich
	Jonathan Reich

Exhibit 10.3

EMPLOYMENT AGREEMENT

The parties hereto agree as follows:

Section 1. Employment .

(b) Position and Duties .

(v) The Company shall pay Executive a signing bonus in the amount of $100,000 promptly following the Effective Date.

Section 2. Termination Of Employment .

(b) Cause . The Company may terminate the employment of Executive at any time during the Employment Period for Cause by giving him a Notice of Termination.

(c) Without Cause . The Company may terminate Executive’s employment at any time during the Employment Period without Cause by giving him a Notice of Termination.

Section 3. Effect Of Termination Of Employment .

(ii) any outstanding amounts owed to Executive, if any, pursuant to Section 1(d) (collectively, the “ Accrued Compensation ”); and

(i) the Accrued Compensation;

(iii) provided that Executive has met, as of the Termination Date, the performance criteria established with respect to the Bonus for the fiscal year in which the Termination Date occurs, the pro-rata portion of the Bonus for such fiscal year (based on the actual number of days elapsed from the beginning of the fiscal year to the Termination Date over a year of 365 or 366 days, as applicable), payable in a lump sum to be in accordance with Section 1(c)(ii).

(i) the Accrued Compensation; and

Section 4. Restrictions .

(g) Executive shall abide by policies related to his employment by the Company as they are promulgated by the Company from time to time.

Section 5. Acknowledgments By Executive .

Section 6. Tax Withholding .

Section 7. Definitions .

(b) “ Agent ” means any Person which has received or is entitled to receive a commission from the Company related to the sale or marketing of the Company’s products or services.

Section 8. Notices .

If to the Company:

C2 Global Technologies Inc.

1 Toronto Street, Suite 700

Toronto, Ontario Canada M5C 2V6

Attention: Chairman

If to Executive:

Adam Reich

10618 Pico Boulevard

Los Angeles, CA 90064

Section 9. Section 409A Savings Clause .

Section 10. General Provisions .

(c) Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(g) Amendment and Waiver . The provisions of this Agreement may be amended and/or waived only with the prior written consent of the Company and Executive.

(i) No Personal Liability . For clarity, Executive will not have any personal obligation or liability with respect to any of the debts, obligations or liabilities of the Company.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the Effective Date.

	C2 GLOBAL TECHNOLOGIES INC.

	By:	/s/ Allan C. Silber
	Name: Allan C. Silber
	Its: Chairman & CEO

	/s/ Adam Reich
	Adam Reich

Exhibit 10.4

C2 GLOBAL TECHNOLOGIES INC.

2010 NON-QUALIFIED STOCK OPTION PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE

Section 1.1 C2 Global Technologies Inc., a Florida corporation (the “Company”), hereby establishes an equity incentive plan to be named the 2010 Non-Qualified Stock Option Plan (the “2010 Plan” or “Plan”).

Section 1.2 The purpose of the 2010 Plan is to induce certain key employees of the Company or any of its subsidiaries who are in a position to contribute materially to the Company’s prosperity to remain with the Company, to offer such persons incentives and rewards in recognition of their contributions to the Company’s progress, and to encourage such persons to continue to promote the best interests of the Company. The 2010 Plan provides for grants of options (“Non-Qualified Options”) which do not qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 1.3 This Plan shall be governed by, and construed in accordance with, the laws of the State of Florida, without reference to its conflicts of laws principles.

ARTICLE II

ADMINISTRATION

Section 2.1 All determinations under the 2010 Plan concerning the selection of persons eligible to receive awards under the 2010 Plan and with respect to the timing, pricing and amount of a grant or award under this 2010 Plan shall be made by the administrator (the “Administrator”) of the 2010 Plan. The Administrator shall be either (a) the Company’s Board of Directors (the “Board”), or (b) in the discretion of the Board, a committee (the “Committee”) that is composed solely of two or more members of the Board. In the event the Committee is the Administrator, the Committee shall select one of its members as its Chairman and shall hold its meetings at such times and places as it may determine. In such case, a majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be deemed the acts of the Committee. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), transactions under this 2010 Plan are intended to comply with all applicable conditions of Rule 16b-3 (“Rule 16b-3”) or its successor under the Exchange Act, as such may be amended from time to time. To the extent any provision of the 2010 Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Administrator.

Section 2.2 All determinations made by the Administrator with respect to award grants to: (i) the chief executive officer of the Company or an individual acting in that capacity; (ii) one of the four highest compensated officers (other than the chief executive officer) of the Company; or (iii) an individual reasonably deemed likely, in the judgment of the Board of Directors or the Committee, to become an employee described in clause (i) or (ii) of this paragraph within the exercise period of any contemplated option, shall be made only by those directors who qualify as an “outside director” within the meaning of Treasury Regulation Sect. 1.162-27(e)(3), as that Regulation may be amended from time to time (the “Regulation”), under the Code, and all other directors must abstain from making any such award determinations. In addition to the foregoing limitation and any others set forth by this Plan, the Committee shall not make an award under this Plan which will result in the grant to any individual of more than 625,000 shares of Common Stock under this Plan. This limitation is subject to adjustment at the Board’s discretion pursuant to Article VIII herein. This limitation shall be calculated by including the number of shares of Common Stock underlying the exercise of any Option granted pursuant to this Plan (if any).

Section 2.3 The Company shall grant options under the 2010 Plan in accordance with determinations made by the Board or the Committee pursuant to the provisions of the 2010 Plan. All options shall be evidenced by a Stock Option Agreement. All options granted pursuant to the 2010 Plan shall be clearly identified as Non-Qualified Options. The Board or the Committee may from time to time adopt (and thereafter amend or rescind) such rules and regulations for carrying out the 2010 Plan and take such action in the administration of the 2010 Plan, not inconsistent with the provisions hereof, as it shall deem proper. The Board or, subject to the supervision of the Board, the Committee, shall have plenary discretion, subject to the express provisions of this 2010 Plan, to determine which persons shall be granted options, the number of shares subject to each option, the time or times when an option may be exercised (whether in whole or in installments), the terms and provisions of the respective option agreements (which need not be identical), including such terms and provisions which may be amended from time to time as shall be required, in the judgment of the Board or the Committee, to conform to any change in any law or regulation applicable hereto; and to make all other determinations deemed necessary or advisable for the administration of the 2010 Plan. The interpretation and construction of any provisions of the 2010 Plan by the Board or the Committee (unless otherwise determined by the Board) shall be final, conclusive and binding upon all persons.

Section 2.4 No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the 2010 Plan or any option granted under it. A member of the Board or the Committee shall be indemnified by the Company, pursuant to the Company’s By-Laws, for any expenses, judgments or other costs incurred as a result of a lawsuit filed against such member claiming any rights or remedies due to such member’s participation in the administration of the 2010 Plan.

ARTICLE III

TOTAL NUMBER OF SHARES AVAILABLE TO BE OPTIONED OR GRANTED

Section 3.1 There shall be reserved for issuance or transfer upon exercise of options, to be granted from time to time under this 2010 Plan, an aggregate of one million two hundred fifty thousand (1,250,000) shares of common stock, $0.001 par value per share, of the Company (“Common Stock”) (subject to adjustment as provided in Article VIII hereof). The shares issued by the Company under the 2010 Plan may be either treasury shares or authorized but unissued shares, as the Board from time to time may determine.

Section 3.2 In the event that any outstanding options under the 2010 Plan for any reason should expire or are terminated without having been exercised in full, the unpurchased shares subject to such option may again be available for transfer under the 2010 Plan.

ARTICLE IV

ELIGIBILITY

Section 4.1 Options may be granted pursuant to this 2010 Plan to any key employees and/or key consultants selected by the Board or the Committee. Persons granted options pursuant to this 2010 Plan are hereinafter referred to as “Optionees.” The Board or the Committee may determine in its sole discretion that any person who would otherwise be eligible to be granted options, shall, nonetheless, be ineligible to receive any award under this 2010 Plan.

Section 4.2 The Board or the Committee will, in its discretion, determine the persons to be granted options, the time or times at which options shall be granted; with respect to options, the number of shares subject to each option; the terms of a vesting or forfeiture schedule, if any; the period during which any such options may be exercised; the manner in which options may be exercised and all other terms and conditions of the options; provided, however, no option will be granted which has terms or conditions inconsistent with this 2010 Plan. Relevant factors in making such determinations may include the value of the services rendered by the respective Optionee, his present and potential contributions to the Company, and such other factors which are deemed relevant in accomplishing the purpose of the 2010 Plan.

ARTICLE V

TERMS AND CONDITIONS OF OPTIONS

Section 5.1 Each option granted under the 2010 Plan shall be evidenced by a stock option agreement in a form not inconsistent with the 2010 Plan (a “Stock Option Agreement”), provided that the following terms and conditions shall apply:

(a) The price at which each share of Common Stock covered by an option may be purchased (“Option Exercise Price”) shall be set forth in the Stock Option Agreement and shall be determined by the Administrator, provided that the Option Exercise Price for any option shall not be less than the fair market value of the Common Stock at the time of grant as determined by the Administrator using a reasonable application of a reasonable valuation method as described in the regulations or other guidance promulgated under Section 409A of the Code.

(b) An Optionee may, in the Board or the Committee’s discretion, be granted more than one option during the duration of this 2010 Plan.

(d) Any option and any right related thereto shall not be transferable by the Optionee other than by will, or by the laws of descent and distribution. Except as provided in Article VI, an option may be exercised during the Optionee’s lifetime only by the Optionee.

(e) The Committee may impose such other conditions with respect to the exercise of options, including without limitation, any conditions relating to the application of federal or state securities laws, as it may deem necessary or advisable.

ARTICLE VI

EMPLOYMENT OR SERVICE OF OPTIONEE

Section 6.1 If the employment or service of an Optionee is terminated for cause, any vested or unvested options, or rights to options (collectively referred to herein as “Option Rights”) of such Optionee under any then outstanding option shall terminate immediately. Unless the Board or the Committee determines to define “cause” differently and such definition is set forth in the applicable Stock Option Agreement, “cause” means actions or omissions by Optionee: (i) constituting fraud, larceny, embezzlement, conversion or otherwise involving the misappropriation of assets of the Company or any other illegal conduct with respect to the Company which acts are harmful to, either financially, or to the business reputation of, the Company; (ii) materially injurious to the business interests of the Company; (iii) constituting gross negligence or intentional misconduct; (iv) resulting in a conviction (or a plea of guilty or no contest) for any felony or any crime of moral turpitude; (v) constituting habitual alcohol or substance abuse; (vi) constituting a material breach of this Agreement which, if curable, is not cured within fifteen (15) days after receipt of written notice thereof; (vii) constituting a material failure by Optionee to perform his duties, which nonperformance continues after written notice thereof and a fifteen (15) day chance to cure; (viii) resulting in an unauthorized breach of the Company’s Code of Conduct; or (ix) constituting a breach of the fiduciary duty owed by Optionee to the Company or any subsidiary or affiliate of the Company which, if curable, is not cured within fifteen (15) days after receipt of written notice thereof. The determination of the existence and the proof of “cause” shall be made by the Board or the Committee and, subject to the review of any determination made by the Committee by the Board, such determination shall be binding on the Optionee and the Company.

Section 6.2 If the employment or service of the Optionee is terminated by either the Optionee or the Company for any reason other than for cause, death, or for disability, as defined in Section 22(e)(3) of the Code, the Option Rights of such Optionee under any then outstanding option shall be exercisable by such Optionee at any time prior to the expiration of the option or within three months after the date of such termination, whichever period of time is shorter, but only to the extent of the vested right to exercise the option at the date of such termination.

Section 6.3 In the case of an Optionee who becomes disabled, as defined in Section 22(e)(3) of the Code, the Option Rights of such Optionee under any then options shall be exercisable by such Optionee at any time prior to the expiration of the option, or within three months after the date of termination of employment or service due to disability, whichever period of time is shorter, but only to the extent of the vested right to exercise the option at the date of such termination.

Section 6.4 In the event of the death of an Optionee, the Option Rights of such Optionee under any then outstanding options shall be exercisable by the person or persons to whom these rights pass by will or by the laws of descent and distribution and shall be exercisable at any time prior to the expiration of the option, or within three months after the date of death, but only to the extent of the vested right to exercise the option at such time. If a person or estate acquires the right to exercise an option by bequest or inheritance, the Committee may require reasonable evidence as to the ownership of such option, and may require such consents and releases of taxing authorities, as the Committee may deem advisable.

Section 6.5 In addition to the requirements set forth in the 2010 Plan, the Committee or the Board may set such other targets, restrictions or other terms relating to the employment or service of the Optionee, including but not limited to a requirement that an employee must be continuously employed by the Company for such period of time as the Board or Committee, in its discretion, deems advisable before the right to exercise any portion of an option granted to such employee will accrue, which targets, restrictions, or terms must be fulfilled or complied with, as the case may be, prior to the exercise of any portion of an option granted to any Optionee.

Section 6.6 Options granted under the 2010 Plan shall not be affected by any change of duties or position, so long as the Optionee continues in the service of the Company.

Section 6.7 Nothing contained in the 2010 Plan, or in any Stock Option Agreement relating to an option granted pursuant to the 2010 Plan, shall confer upon any Optionee any right with respect to continuance of employment or service by the Company nor interfere in any way with the right of the Company to terminate the Optionee’s employment or service or change the Optionee’s compensation at any time.

ARTICLE VII

EXERCISE OF OPTIONS

Section 7.1 Except as provided in this Article VII, an option shall be exercised by tender to the Company of the total Option Exercise Price of the shares with respect to which the option is exercised and written notice of the exercise. The right to purchase shares shall be cumulative so that, once the right to purchase any shares has vested, such shares or any part thereof may be purchased at any time thereafter until the expiration or termination of the option. A partial exercise of an option shall not affect the right of the Optionee to exercise the option from time to time, in accordance with the 2010 Plan, as to the remaining number of shares subject to the option. The Option Exercise Price of the shares shall be in United States dollars, payable in cash or by certified bank check. Notwithstanding the foregoing, in lieu of cash, an Optionee may, with the approval of the Board or the Committee, exercise his option by tendering to the Company shares of Common Stock of the Company owned by him and having an aggregate fair market value at least equal to the total Option Exercise Price or by tendering part or all of one or more options to purchase Common Stock of the Company for which the aggregate fair market value of the Common Stock underlying exercise of the option (net of the exercise price) shall be at least equal to the Option Exercise Price. The fair market value of any shares of Common Stock so surrendered shall be determined by the Administrator using a reasonable application of a reasonable valuation method as described in the regulations or other guidance promulgated under Section 409A of the Code.

Section 7.2 Except as provided in Article VI, an option may not be exercised unless the holder thereof is an officer, director, employee or consultant of the Company at the time of exercise.

Section 7.3 No Optionee, or Optionee’s executor, administrator, legatee, distributee or other permitted transferee, shall be deemed to be a holder of any shares subject to an option for any purpose whatsoever unless and until a stock certificate or certificates for such are issued to such person(s) under the terms of the 2010 Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Article VIII hereof.

Section 7.4 If (i) the listing, registration or qualification of the options issued hereunder, or of any securities that may be purchased upon exercise of such options (the “Subject Securities”) upon any securities exchange or quotation system, or under federal or state law is necessary as a condition of or in connection with the issuance or exercise of the options, or (ii) the consent or approval of any governmental regulatory body is necessary as a condition of, or in connection with, the issuance or exercise of the options, the Company shall not be obligated to deliver the certificates representing the Subject Securities or to accept or to recognize an option exercise unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Company will take reasonable action to so list, register, or qualify the options and the Subject Securities, or effect or obtain such consent or approval, so as to allow for their issuance.

Section 7.5 An Optionee may be required to represent to the Company as a condition of his exercise of options issued under this 2010 Plan: (i) that the subject Securities acquired upon option exercise are being acquired by him for investment and not with a view to distribution or resale, unless counsel for the Company is then of the view that such a representation is not necessary and is not required under the Securities Act of 1933, as amended, (the “Securities Act”) or any other applicable statute, law, regulation or rule; and (ii) that the Optionee shall make no exercise or disposition of an option or of the Subject Securities in contravention of the Securities Act, the Exchange Act or the rules and regulations thereunder. Optionees may also be required to provide (as a condition precedent to exercise of an option) such documentation as may be reasonably requested by the Company to assure compliance with applicable law and the terms and conditions of the 2010 Plan and the subject option.

ARTICLE VIII

CHANGE IN NUMBER OF OUTSTANDING SHARES OF

STOCK, ADJUSTMENTS, REORGANIZATIONS, ETC.

Section 8.1 In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased, or changed into or exchanged for a different number of shares or kind of shares or other securities of the Company, or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination of shares, or a dividend payable in capital stock, appropriate adjustment may be made by the Board or the Committee in the number and kind of shares for the purchase of which options may be granted under the 2010 Plan, including the maximum number that may be granted to any one person. In addition, the Administrator may make appropriate adjustments in the number and kind of shares as to which outstanding options or portions thereof then unexercised shall be exercisable, to the end that the Optionee’s proportionate interest shall be maintained as before the occurrence to the unexercised portion of the option and with a corresponding adjustment in the Option Exercise Price per share. Any such adjustment made by the Administrator shall be conclusive.

Section 8.2 The grant of an option pursuant to the 2010 Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Section 8.3 Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject options are changed into or exchanged for cash or property or securities not of the Company’s issue, or upon a sale of substantially all the property of the Company to an association, person, party, corporation, partnership, or control group as that term is construed for purposes of the Exchange Act, the 2010 Plan shall terminate, and all options theretofore granted hereunder shall terminate unless provision be made in writing in connection with such transaction for the continuance of the 2010 Plan and/or for the assumption of options theretofore granted, or the substitution for such options of options covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the 2010 Plan and options heretofore granted shall continue in the manner and under the terms so provided. If the 2010 Plan and unexercised options shall terminate pursuant to the foregoing sentence, all persons owning any unexercised portions of options then outstanding shall have the right, at such time prior to the consummation of the transaction causing such termination as the Company shall designate, to exercise the unexercised portions of their options, including the portions thereof which would, but for this Section 8.3 not yet be exercisable.

Section 8.4 Notwithstanding the foregoing, neither the Board nor the Committee shall make an adjustment to any option granted under the 2010 Plan in a manner to cause such option to be subject to section 409A of the Code or that would be treated as a modification or extension of such option, as defined by the regulations, or as a deferral of income pursuant to Treasury Regulation 1.409A-1(b)(5).

ARTICLE IX

WITHHOLDING TAXES

Section 9.1 General. To the extent required by applicable federal, state, local or foreign law, an Optionee or his successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Common Stock or make any cash payment under the Plan until such obligations are satisfied.

Section 9.2 Share Withholding. The Committee may permit an Optionee to satisfy all or part of his withholding or income tax obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would be issued to him or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired. Such shares of Common Stock shall be valued at their fair market value, as determined by the Administrator using a reasonable application of a reasonable valuation method as described in the regulations or other guidance promulgated under Section 409A of the Code.

ARTICLE X

DURATION, AMENDMENT AND TERMINATION

Section 10.1 The Board may at any time terminate the 2010 Plan or make such amendments thereto as it shall deem advisable and in the best interests of the Company, without action on the part of the stockholders of the Company unless such approval is required pursuant to applicable law; provided, however, that no such termination or amendment shall, without the consent of the individual to whom any option shall theretofore have been granted, affect or impair the rights of such individual under such option.

ARTICLE XI

RESTRICTIONS

Section 11.1 Any shares of Common Stock issued pursuant to the 2010 Plan shall be subject to such restrictions on transfer and limitations as shall, in the opinion of the Board or the Committee, be necessary or advisable to assure compliance with the laws, rules and regulations of the United States government or any state or jurisdiction thereof or any other applicable law. In addition, the Board or the Committee may in any Stock Option Agreement impose such other restrictions upon the exercise of an option or upon the sale or other disposition of the shares of Common Stock deliverable upon exercise thereof as the Board or the Committee may, in its sole discretion, determine, including but not limited to provisions which allow the Company to reacquire such shares at their original purchase price if the Optionee’s employment terminates within a stated period after the acquisition of such shares. By accepting an award pursuant to the 2010 Plan each Optionee shall thereby agree to any such restrictions.

Section 11.2 Any certificate issued to evidence shares of Common Stock issued pursuant to an option shall bear such legends and statements as the Board or counsel to the Company shall deem advisable to assure compliance with the laws, rules and regulations of the United States government or any state or jurisdiction thereof. No shares will be delivered under the 2010 Plan until the Company has obtained such consents or approvals from such regulatory bodies of the United States government or any state or jurisdiction thereof as the Board or counsel to the Company deems necessary or advisable.

ARTICLE XII

SECTION 409A COMPLIANCE

Section 12.1 Notwithstanding any provision of this 2010 Plan or any Stock Option Agreement to the contrary, in the event any option granted pursuant to this 2010 Plan would be considered to be a payment of nonqualified deferred compensation, this 2010 Plan and the Stock Option Agreements, including any ambiguous terms thereof, shall be construed in a manner such that no amount will be required to be included in the Optionee’s income by reason of a failure to comply with the requirements of sections 409A(a)(2), (3) and (4) of the Code. This provision shall apply to such payments and to such extent as necessary so as to avoid imposition of tax or additions to tax pursuant to section 409A(a)(1)of the Code. Any discretion granted to the Board or Committee with respect to any interpretation of the 2010 Plan’s provisions or otherwise shall be limited at all times and in all respects so as to be consistent with the requirements of section 409A of the Code. Any provision of the 2010 Plan that does not comply with such requirements shall be void and of no effect.

ARTICLE XIII

APPLICATION OF FUNDS

Section 13.1 The proceeds received by the Company from the sale of stock pursuant to the exercise of options under the 2010 Plan are to be added to the general funds of the Company and used for its corporate purposes as determined by the Board.

ARTICLE XIV

EFFECTIVENESS OF PLAN

Section 14.1 This 2010 Plan shall become effective upon adoption by the Board, and options may be issued hereunder from and after that date.

IN WITNESS WHEREOF, pursuant to the adoption of this 2010 Plan by the Board of Directors of the Company, this 2010 Plan is hereby executed effective as of this 11th day of November, 2010.

	C2 GLOBAL TECHNOLOGIES INC.

	/s/ Stephen A. Weintraub

	By:	Stephen A. Weintraub
	Its:	Secretary and Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

C2 CHANGES NAME TO COUNSEL RB CAPITAL INC.

JONATHAN & ADAM REICH APPOINTED CO-CEO’S

TORONTO, CANADA, JANUARY 20, 2011 – C2 Global Technologies Inc. (the “Company”) (OTCBB: COBT) announced that its proposed name change to Counsel RB Capital Inc. became effective today.

In December 2010 the Company acquired the 25% interest in its asset liquidation subsidiary, Counsel RB Capital LLC (“Counsel RB”), owned by Counsel RB’s Co-CEOs, Jonathan and Adam Reich. The Company issued a total of 3,242,000 common shares in exchange for the minority interest in Counsel RB, which is now a wholly-owned subsidiary. The share consideration represented approximately 12.5%, post-issuance, of the Company’s outstanding common shares. Jonathan and Adam Reich have now been appointed Co-Chief Executive Officers of the Company and Allan Silber, the Company’s Chairman and current CEO, will become President.

Since commencing operations in the second quarter of 2009, Counsel RB Capital LLC has generated all of the Company’s revenue and has established itself as a major participant in the North American asset liquidation sector. Consequently, the Company’s Board of Directors approved a proposal to change the Company’s name to Counsel RB Capital Inc. The proposal was approved pursuant to the written consent of a majority of the Company’s shareholders, without a meeting, as permitted by Florida law and the Company’s articles and by-laws, and an Information Statement was sent to shareholders regarding the proposal.

Counsel RB is a leader in capital asset solutions – finding, acquiring and monetizing distressed and surplus capital assets. In addition to acquiring turnkey manufacturing facilities and used industrial machinery and equipment, Counsel RB arranges traditional asset disposition sales, including liquidation and auction sales. With its industry and bankruptcy expertise, Counsel RB has the ability to respond quickly and to creatively structure transactions.

Counsel RB’s objective is to be the leading resource for clients requiring capital asset solutions. To achieve its objective, it plans to strengthen its core competencies, create a full service industrial auction division, develop an asset-based DIP facility and build out a valuation practice to provide equipment appraisals to companies and financial institutions. As part of this process, Counsel RB has recently hired several key employees with equipment and real estate expertise as well as experience in business development and client relations.

“ We are very excited about the prospects for our asset liquidation business” said Allan Silber, Chairman of Counsel RB Capital Inc. and its parent, Counsel Corporation (TSX: CXS). “The business has exceeded expectations to date and we plan to allocate more energy and resources to building this important operating segment”.

Counsel RB Capital Inc., 1 Toronto Street, Suite 700 Toronto, Ontario M5C 2V6

Voice 416-866-3000 Fax: 416-866-3061 www.counselrb.com

About Counsel RB Capital Inc.

The Company operates in two business segments: asset liquidation and patent licensing. Its asset liquidation business acquires and disposes of distressed and surplus assets. Its patent licensing business develops and licenses its patents, which include two foundational patents in VoIP technology. In addition, the Company owns approximately 5% of Polaroid Corporation. For further information, please visit our website at www.c2global.com .

About Counsel RB Capital LLC

Counsel RB Capital LLC specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt. In addition to purchasing various types of assets, Counsel RB also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales. For further information, please visit www.counselrb.com .

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended, that are based on management’s exercise of business judgment as well as assumptions made by, and information currently available to, management. When used in this document, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted in our securities and other regulatory filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation, and do not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.

Contact:

Stephen A. Weintraub

Executive Vice President, Secretary & CFO

sweintraub@c2global.com

(416) 866-3058

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