SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 1st, 2015 • Viscount Systems Inc • Communications equipment, nec • New York
This SECURITY AND PLEDGE AGREEMENT, dated as of November 24, 2015 (this “Agreement”), is among Viscount Systems, Inc., a Nevada corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, collectively, the “Debtors”) and the holders of the Company’s (i) 14% Senior Secured Convertible Promissory A Notes (the “A Notes”) and (ii) Senior Secured Convertible Promissory B Notes (the “B Notes”, and collectively with the A Notes, the “Notes”) following their issuance, signatory hereto, their respective endorsees, transferees and assigns (each a Secured Party collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 1st, 2015 • Viscount Systems Inc • Communications equipment, nec • New York
SUBSIDIARY GUARANTEE, dated as of November 24, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the holders (together with its permitted assigns, the “Holders”) to those certain promissory notes, dated as of the date hereof, between Viscount Systems, Inc., a Nevada corporation (the “Company”) and the Holders (each a “Note” and collectively, the “Notes”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 28th, 2003 • Viscount Systems Inc • Communications equipment, nec • British Columbia
Viscount Communication and Control Systems Inc., a corporation incorporated pursuant to the laws of British Columbia (the "Purchaser")
AMENDING AGREEMENTAsset Purchase Agreement • May 28th, 2003 • Viscount Systems Inc • Communications equipment, nec • British Columbia
Viscount Communication and Control Systems Inc., a corporation incorporated pursuant to the laws of British Columbia (the "Purchaser")
ContractConvertible Promissory Note • December 1st, 2015 • Viscount Systems Inc • Communications equipment, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH 1933 ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH 1933 ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 1st, 2015 • Viscount Systems Inc • Communications equipment, nec • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “IP Security Agreement”), dated as of November 24, 2015, is made by and among Viscount Systems, Inc., a Nevada corporation, with a principal place of business at 4585 Tillicum Street, Burnaby, British Columbia V5J 5K9, Canada (the “Company”) all of the subsidiaries of the Company and the guarantors listed on the signature pages hereto (together with the Company, the “Grantors”) in favor of One East Capital Advisors, 225 N.E. Mizner Boulevard, Suite 720, Boca Raton, Florida 33432, a Delaware limited partnership, as collateral agent for the current and future holders (the “Secured Parties”) of the Secured Notes (as defined below).
