8-K

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

December 14, 2010 (December 10, 2010)

Date of report (Date of earliest event reported)

C2 GLOBAL TECHNOLOGIES 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)

3200 - - 40 King St. West, Toronto, Ontario, Canada, M5H 3Y2

(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.

On December 10, 2010, C2 Global Technologies Inc. (the “Company”, “we” or “us”) acquired all of the ownership interests in Counsel RB Capital LLC (“Counsel RB”) held by each of Kind Chin Associates, LLC (“Kind Chin”), a California limited liability company, and Forsons Equity, LLC, a New York limited liability company (“Forsons”). Kind Chin is wholly owned by Adam Reich, co-Chief Executive Officer of Counsel RB. Forsons is wholly owned by Jonathan Reich, also co-Chief Executive Officer of Counsel RB.

Prior to the acquisition, the Company owned 75% of the ownership interest in Counsel RB, and Kind Chin and Forsons each owned 12.5% of the ownership interest. As a result of the acquisition, Counsel RB is now a wholly-owned subsidiary of the Company.

The foregoing acquisition was accomplished pursuant to two LLC Interest Purchase Agreements, by and between the Company and each of Kind Chin and Forsons (the “Purchase Agreements”). Pursuant to the Purchase Agreements, each of Kind Chin and Forsons received 1,621,000 shares of newly issued common stock in the Company in exchange for their respective ownership interests in Counsel RB. The issuance of this stock is described below under Item 3.02, which disclosure is incorporated herein by reference. Copies of the Purchase Agreements are attached hereto as Exhibits 10.1 and 10.2.

The foregoing description of the Purchase Agreements is a general description only and is qualified in its entirety by reference to each of the Purchase Agreements.

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

As described under Item 1.01 above, in connection with the acquisition of all of the ownership interests in Counsel RB not already held by the Company, the Company issued 3,242,000 shares of common stock, par value $0.01 per share (the “Shares”), on December 13, 2010. The Shares were issued in equal amounts to Kind Chin and Forsons, and as consideration for the issuance of the Shares, the Company received in exchange all of the respective ownership interests in Counsel RB held by Kind Chin and Forsons. Prior to the acquisition, Kind Chin and Forsons in the aggregate owned 25% of the ownership interests of Counsel RB.

The Shares were issued in accordance with Rule 506 of Regulation D of the Securities Act of 1933 (the “Act”) and were therefore exempt from registration under the Act pursuant to Act Section 4(2). The Company determined that each of Kind Chin and Forsons would be deemed “accredited investors” (as defined under Rule 501 of Regulation D) as the owners of Kind Chin and Forsons, Adam Reich and Jonathan Reich, respectively, are each accredited investors in their individual capacity. The Shares were offered in a private offering only to Kind Chin and Forsons as consideration under the Purchase Agreements as described above.

2

Section 5 – Corporate Governance and Management

Item 5.07.  Submission of Matters to a Vote of Security Holders

The Company’s Board of Directors approved a proposal to amend the Company’s Amended and Restated Articles of Organization to effect a change in the Company’s name from C2 Global Technologies Inc. to Counsel RB Capital Inc. (the “Proposal”). The Proposal was then approved pursuant to a written consent of shareholders holding a majority of the outstanding voting stock of the Company, and without a meeting of shareholders, as permitted by Florida law and the Company’s articles and bylaws. An Information Statement will be sent to shareholders regarding the Proposal. No further shareholder consents are being sought by the Company. The written consent was given December 10, 2010, will be effective December 20, 2010, and the name change is expected to be effected on or after January 9, 2011.

Section 8 – Other Events

Item 8.01 Other Events

On December 13, 2010, the Company issued the press release attached hereto as Exhibit 99.1 announcing (i) that it had entered into the Purchase Agreements and issued the Shares as consideration for the purchase of a minority interest in Counsel RB pursuant thereto and (ii) the approval of the Proposal to change the name of the Company to “Counsel RB Capital Inc.”

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
No.	Exhibit
10.1	LLC Interest Purchase Agreement between the Company and Kind Chin, dated December 10, 2010.
10.2	LLC Interest Purchase Agreement between the Company and Forsons, dated December 10, 2010.
99.1	Press Release dated December 13, 2010.

  

3

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.

	C2 Global Technologies Inc.
Date: December 14, 2010	By:	/s/ Stephen A. Weintraub
		Name:	Stephen A. Weintraub
		Title:	Chief Financial Officer and Corporate Secretary

4

EX-10.1

Exhibit 10.1

LLC INTEREST PURCHASE AGREEMENT

This agreement is dated as of December 10, 2010, and is between Kind Chin Associates, LLC, a California limited liability company (“Seller”) and C2 Global Technologies, Inc. (“C2”).

Seller and C2 are Members of Counsel RB Capital LLC (“Counsel RB”), and are party to the Company’s amended and restated operating agreement dated May 28, 2009 (the “Operating Agreement”).  Capitalized terms used but not defined in this agreement have the meanings set forth in the Operating Agreement.

Seller desires to sell all of its membership interests, limited liability company interests and other ownership interests (“Equity Interests”) in Counsel RB to C2.

The parties therefore agree as follows:

1.           Purchase and Sale of LLC Interests.

1.1           Seller hereby sells, assigns and transfers to C2 all of the Equity Interests in Counsel RB owned by Seller (the “Purchased Interests”), free and clear of all Encumbrances.  “Encumbrances” means any pledge, lien, charge, claim, security interest, obligation, liability, option, right of first refusal or first offer or other encumbrance or restriction of any kind.

1.2           C2 will deliver to Seller a stock certificate representing 1,621,000 shares of C2’s common stock (the “C2 Shares”), which will be subject to a lockup agreement also entered into on the Effective Date by C2, Seller and Seller’s sole owner, Adam Reich(the “Lockup Agreement”).  The C2 Shares comprise the entire consideration payable to Seller for the Purchased Interests, no other consideration is due to Seller, and the C2 Shares represent full value for the Purchased Interests.

1.3           The transaction contemplated by this agreement is effective as of 11:59 p.m. on November 30, 2010 (the “Effective Date”).

2.           Representations and Warranties of Seller.  Seller hereby represents and warrants to C2 that:

2.1           Seller (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, and (ii) has full power and authority to own and lease its property and conduct its business as it is now being conducted and to execute and deliver, and to carry out the transactions on its part contemplated by, this agreement.

2.2           AdamReich owns all of the Equity Interests in Seller, all of which have been duly authorized, are validly issued, have no outstanding capital contribution obligations, and were not issued in violation of any preemptive rights, options, rights of first refusal or other preferential rights of subscription or purchase of any person or entity.  There are not any outstanding (i) options, warrants, calls, commitments, pre-emptive rights, agreements or other rights to purchase any Equity Interests in Seller, (ii) securities convertible into or exchangeable for any Equity Interests in Seller, (iii) equity-based awards or rights relating to or valued by reference to any Equity Interests in Seller, (iv) other commitments of any kind for the issuance of additional equity interests or options, warrants or other securities of Seller, or (v) registration rights agreements or other agreements or understandings to which Seller is a party or by which Seller or Adam Reich are bound relating to the voting or disposition of any Equity Interests in Seller.  Seller does not own, directly or indirectly, any shares of capital stock or other Equity Interests, or securities or interests convertible into or exchangeable for capital stock or Equity Interests in any other person or entity, other than any Equity Interests in Counsel RB.  Adam Reich has good and marketable title to and owns all of the Equity Interests in Seller, beneficially and of record, free and clear of any and all Encumbrances.  AdamReich has full voting power over the Equity Interests in Seller, subject to no proxy, voting trust or other agreement relating to the voting of any of the Equity Interests in Seller.  There is no agreement with respect to the disposition of the Equity Interests in Seller.  Other than Seller, AdamReich owns no Equity Interests in any other person or entity.

2.3           Seller has the right, power, legal capacity and authority to enter into and perform this agreement.  The execution, delivery and performance of this agreement has been duly authorized by all necessary action on the part of Seller, and no other proceedings on the part of Seller are necessary to authorize this agreement and the consummation of the transactions contemplated hereby.  This agreement and all documents ancillary hereto are and will constitute the valid and legally binding obligations of Seller and are and will be enforceable against Seller in accordance with the respective terms hereof or thereof, except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally from time to time in effect.

2.4           Seller owns 12.50% of the Equity Interests in Counsel RB, free and clear of any Encumbrances, with full and unrestricted legal power, authority, and right to enter into this agreement and to sell, assign and transfer the Purchased Interests to C2.  Upon execution of this agreement and payment of the Purchase Price, C2 will be the owner of the Purchased Interests and receive all legal and beneficial title to the Purchased Interests, free and clear of all Encumbrances.

2.5           Seller (i) has been advised to discuss this agreement with Seller’s legal or other professional advisors, or with other investment representatives who have knowledge of business and financial matters, and if Seller has not done so it is because, in Seller’s opinion, Seller is capable of evaluating the consequences of entering into this agreement and does not need the advice of other persons; and (ii) has been afforded the opportunity to ask questions concerning this agreement, C2 and its business and its proposed operations and has been furnished with all such information as Seller (and, to the extent deemed necessary by Seller, any of the persons mentioned above) has requested to Seller’s satisfaction.

2.6           Seller is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

2.7           Seller is acquiring the C2 Shares for its own account and not for the account of any other person or entity.  Seller is acquiring the C2 Shares solely for investment and not with a view to, or for resale in connection with, the distribution or other disposition thereof.  Seller understands that the sale and issuance of the C2 Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable United States state securities laws.

2.8           Seller understands that the C2 Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act and therefore may not be sold, resold, pledged, assigned or otherwise disposed of by Seller unless subsequently registered under the securities and similar laws of each applicable jurisdiction, or unless exemptions from such registration requirements are available.

2.9           Seller understands that dispositions of the C2 Shares can be made only (i) as explicitly permitted or contemplated under the terms of the Lockup Agreement, (ii) in compliance with the Securities Act and the rules and regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, and (iii) all applicable state securities and “blue sky” laws.

2.10         Seller understands that C2 is under no obligation to register the offer or sale of any of the C2 Shares in any jurisdiction whatsoever or to assist Seller in complying with any exemption from registration under the securities or similar laws of any jurisdiction whatsoever.

2.11         Seller understands that this transaction has not been reviewed by, passed on, or submitted to the SEC or any U.S. state regulatory authority, nor has the SEC or any such other regulatory authority made any finding or determination as to the fairness of an investment in the C2 Shares, nor any recommendation or endorsement of this offering.  Any representation to the contrary is unlawful.

3.           Reliance.  Seller understands that C2 is relying on the truth and accuracy of the representations and warranties made by Seller in this agreement in issuing the C2 Shares to Seller and in determining the availability of certain exemptions under applicable securities laws.  Seller agrees that such representations and warranties shall survive the closing of the transaction contemplated in this agreement.  Seller agrees to indemnify and hold harmless C2 from any damages, claims, expenses, losses or actions resulting from the untruth of any of the representations and warranties of Seller contained in this agreement.

4.           Miscellaneous.

4.1           This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this agreement.

4.2           If any provision of this agreement is found to be void, invalid or unenforceable: (i) the same will be conformed to the extent necessary to comply with applicable law or stricken if not so conformable, so as not to affect the validity of this agreement; and (ii) the remaining provisions will remain in effect.  No amendment of this agreement is binding unless in writing and executed by each of the parties.  Any waiver or consent is valid only if in a signed writing and only in the specific instance in which it is given, and such waiver or consent is not to be construed as a waiver of any subsequent breach of any other provision or as a consent with respect to any similar instance or circumstance.

4.3           This agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.  Seller may not directly or indirectly, including by assignment, operation of law or change of control, transfer or assign this agreement without C2’s prior written consent, and any purported transfer or assignment in violation of this section will be null and void.

4.4           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.

4.5           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.

4.6           This agreement may be executed in counterparts, each of which will be an original, and all of which together will be one and the same agreement.  A signed copy of this agreement delivered by facsimile, e-mail or other means of electronic transmission will have the same legal effect as delivery of an original signed copy of this agreement.  The headings of this agreement are provided for convenience only and are not intended to affect its construction or interpretation.

4.7           The parties acknowledge that there may be no adequate remedy at law for a breach of this agreement and that money damages may not be an appropriate remedy for breach of this agreement.  Therefore, the parties agree that each party has the right to injunctive relief and specific performance of this agreement in the event of any breach hereof in addition to any rights it may have for damages.  The remedies set forth in this section are cumulative and will in no way limit any other remedy any party has at law, in equity or pursuant hereto.

[signature page follows]

The parties are executing this agreement effective as of the Effective Date.

Kind Chin Associates, LLC
By:	/s/ Adam Reich
Its:	Member
C2 Global Technologies, Inc.
By:	/s/ Allan C. Silber
Its:	Chairman & CEO

EX-10.2

Exhibit 10.2

LLC INTEREST PURCHASE AGREEMENT

This agreement is dated as of December 10, 2010, and is between Forsons Equity, LLC, a New York limited liability company (“Seller”) and C2 Global Technologies, Inc. (“C2”).

Seller and C2 are Members of Counsel RB Capital LLC (“Counsel RB”), and are party to the Company’s amended and restated operating agreement dated May 28, 2009 (the “Operating Agreement”).  Capitalized terms used but not defined in this agreement have the meanings set forth in the Operating Agreement.

Seller desires to sell all of its membership interests, limited liability company interests and other ownership interests (“Equity Interests”) in Counsel RB to C2.

The parties therefore agree as follows:

1.           Purchase and Sale of LLC Interests.

1.1           Seller hereby sells, assigns and transfers to C2 all of the Equity Interests in Counsel RB owned by Seller (the “Purchased Interests”), free and clear of all Encumbrances.  “Encumbrances” means any pledge, lien, charge, claim, security interest, obligation, liability, option, right of first refusal or first offer or other encumbrance or restriction of any kind.

1.2           C2 will deliver to Seller a stock certificate representing 1,621,000 shares of C2’s common stock (the “C2 Shares”), which will be subject to a lockup agreement also entered into on the Effective Date by C2, Seller and Seller’s sole owner, Jonathan Reich(the “Lockup Agreement”).  The C2 Shares comprise the entire consideration payable to Seller for the Purchased Interests, no other consideration is due to Seller, and the C2 Shares represent full value for the Purchased Interests.

1.3           The transaction contemplated by this agreement is effective as of 11:59 p.m. on November 30, 2010 (the “Effective Date”).

2.           Representations and Warranties of Seller.  Seller hereby represents and warrants to C2 that:

2.1           Seller (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization, and (ii) has full power and authority to own and lease its property and conduct its business as it is now being conducted and to execute and deliver, and to carry out the transactions on its part contemplated by, this agreement.

2.2           JonathanReich owns all of the Equity Interests in Seller, all of which have been duly authorized, are validly issued, have no outstanding capital contribution obligations, and were not issued in violation of any preemptive rights, options, rights of first refusal or other preferential rights of subscription or purchase of any person or entity.  There are not any outstanding (i) options, warrants, calls, commitments, pre-emptive rights, agreements or other rights to purchase any Equity Interests in Seller, (ii) securities convertible into or exchangeable for any Equity Interests in Seller, (iii) equity-based awards or rights relating to or valued by reference to any Equity Interests in Seller, (iv) other commitments of any kind for the issuance of additional equity interests or options, warrants or other securities of Seller, or (v) registration rights agreements or other agreements or understandings to which Seller is a party or by which Seller or JonathanReich are bound relating to the voting or disposition of any Equity Interests in Seller.  Seller does not own, directly or indirectly, any shares of capital stock or other Equity Interests, or securities or interests convertible into or exchangeable for capital stock or Equity Interests in any other person or entity, other than any Equity Interests in Counsel RB.  JonathanReich has good and marketable title to and owns all of the Equity Interests in Seller, beneficially and of record, free and clear of any and all Encumbrances.  JonathanReich has full voting power over the Equity Interests in Seller, subject to no proxy, voting trust or other agreement relating to the voting of any of the Equity Interests in Seller.  There is no agreement with respect to the disposition of the Equity Interests in Seller.  Other than Seller, JonathanReich owns no Equity Interests in any other person or entity.

2.3           Seller has the right, power, legal capacity and authority to enter into and perform this agreement.  The execution, delivery and performance of this agreement has been duly authorized by all necessary action on the part of Seller, and no other proceedings on the part of Seller are necessary to authorize this agreement and the consummation of the transactions contemplated hereby.  This agreement and all documents ancillary hereto are and will constitute the valid and legally binding obligations of Seller and are and will be enforceable against Seller in accordance with the respective terms hereof or thereof, except as limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s rights generally from time to time in effect.

2.4           Seller owns 12.50% of the Equity Interests in Counsel RB, free and clear of any Encumbrances, with full and unrestricted legal power, authority, and right to enter into this agreement and to sell, assign and transfer the Purchased Interests to C2.  Upon execution of this agreement and payment of the Purchase Price, C2 will be the owner of the Purchased Interests and receive all legal and beneficial title to the Purchased Interests, free and clear of all Encumbrances.

2.5           Seller (i) has been advised to discuss this agreement with Seller’s legal or other professional advisors, or with other investment representatives who have knowledge of business and financial matters, and if Seller has not done so it is because, in Seller’s opinion, Seller is capable of evaluating the consequences of entering into this agreement and does not need the advice of other persons; and (ii) has been afforded the opportunity to ask questions concerning this agreement, C2 and its business and its proposed operations and has been furnished with all such information as Seller (and, to the extent deemed necessary by Seller, any of the persons mentioned above) has requested to Seller’s satisfaction.

2.6           Seller is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

2.7           Seller is acquiring the C2 Shares for its own account and not for the account of any other person or entity.  Seller is acquiring the C2 Shares solely for investment and not with a view to, or for resale in connection with, the distribution or other disposition thereof.  Seller understands that the sale and issuance of the C2 Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable United States state securities laws.

2.8           Seller understands that the C2 Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act and therefore may not be sold, resold, pledged, assigned or otherwise disposed of by Seller unless subsequently registered under the securities and similar laws of each applicable jurisdiction, or unless exemptions from such registration requirements are available.

2.9           Seller understands that dispositions of the C2 Shares can be made only (i) as explicitly permitted or contemplated under the terms of the Lockup Agreement, (ii) in compliance with the Securities Act and the rules and regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder, and (iii) all applicable state securities and “blue sky” laws.

2.10         Seller understands that C2 is under no obligation to register the offer or sale of any of the C2 Shares in any jurisdiction whatsoever or to assist Seller in complying with any exemption from registration under the securities or similar laws of any jurisdiction whatsoever.

2.11         Seller understands that this transaction has not been reviewed by, passed on, or submitted to the SEC or any U.S. state regulatory authority, nor has the SEC or any such other regulatory authority made any finding or determination as to the fairness of an investment in the C2 Shares, nor any recommendation or endorsement of this offering.  Any representation to the contrary is unlawful.

3.           Reliance.  Seller understands that C2 is relying on the truth and accuracy of the representations and warranties made by Seller in this agreement in issuing the C2 Shares to Seller and in determining the availability of certain exemptions under applicable securities laws.  Seller agrees that such representations and warranties shall survive the closing of the transaction contemplated in this agreement.  Seller agrees to indemnify and hold harmless C2 from any damages, claims, expenses, losses or actions resulting from the untruth of any of the representations and warranties of Seller contained in this agreement.

4.           Miscellaneous.

4.1           This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this agreement.

4.2           If any provision of this agreement is found to be void, invalid or unenforceable: (i) the same will be conformed to the extent necessary to comply with applicable law or stricken if not so conformable, so as not to affect the validity of this agreement; and (ii) the remaining provisions will remain in effect.  No amendment of this agreement is binding unless in writing and executed by each of the parties.  Any waiver or consent is valid only if in a signed writing and only in the specific instance in which it is given, and such waiver or consent is not to be construed as a waiver of any subsequent breach of any other provision or as a consent with respect to any similar instance or circumstance.

4.3           This agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.  Seller may not directly or indirectly, including by assignment, operation of law or change of control, transfer or assign this agreement without C2’s prior written consent, and any purported transfer or assignment in violation of this section will be null and void.

4.4           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.

4.5           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.

4.6           This agreement may be executed in counterparts, each of which will be an original, and all of which together will be one and the same agreement.  A signed copy of this agreement delivered by facsimile, e-mail or other means of electronic transmission will have the same legal effect as delivery of an original signed copy of this agreement.  The headings of this agreement are provided for convenience only and are not intended to affect its construction or interpretation.

4.7           The parties acknowledge that there may be no adequate remedy at law for a breach of this agreement and that money damages may not be an appropriate remedy for breach of this agreement.  Therefore, the parties agree that each party has the right to injunctive relief and specific performance of this agreement in the event of any breach hereof in addition to any rights it may have for damages.  The remedies set forth in this section are cumulative and will in no way limit any other remedy any party has at law, in equity or pursuant hereto.

[signature page follows]

The parties are executing this agreement effective as of the Effective Date.

Forsons Equity, LLC
By:	/s/ Jonathan Reich
Its:	President
C2 Global Technologies, Inc.
By:	/s/ Allan C. Silber
Its:	Chairman & CEO

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

C2 ACQUIRES MINORITY INTEREST IN COUNSEL RB CAPITAL LLC

C2 TO CHANGE NAME TO COUNSEL RB CAPITAL INC.

TORONTO, CANADA, DECEMBER 13, 2010 – C2 Global Technologies Inc. (“C2” or the “Company”) (OTCBB: COBT) today announced that it has 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.

C2 is issuing a total of 3,242,000 common shares in exchange for the minority interest in Counsel RB, which now becomes a wholly-owned subsidiary of the Company. The acquisition price represents approximately 12.5%, post-issuance, of the Company’s outstanding common shares.

Since commencing operations in the second quarter of 2009, Counsel RB has generated all of C2’s revenue and has established itself as a major participant in the North American asset liquidation sector. Consequently, C2’s Board of Directors has 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. An Information Statement will be sent to shareholders regarding the proposal, which is expected to become effective on or after January 9, 2011.

 “We are very excited about the prospects for our asset liquidation business” said Allan Silber, Chairman of C2 and C2’s 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”.

About C2 Global Technologies Inc.

C2 operates in two business segments:  asset liquidation and patent licensing.  C2’s asset liquidation business acquires and disposes of distressed and surplus assets.  C2’s patent licensing business develops and licenses its patents, which include two foundational patents in VoIP technology.  In addition, C2 owns approximately 5% of Polaroid Corporation. For further information, please visit C2’s website at www.c2global.com.

About Counsel RB Capital LLC

Counsel RB 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 receivables 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 “Businesses” at Counsel Corporation’s website at www.counselcorp.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