SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT
EXECUTION
COPY
SECURITIES
PURCHASE, LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 19,
2008, by and among Java Detour, Inc. a Delaware corporation (the “Company”),
on
the one hand, and Java Finance, LLC, and Clydesdale Partners, LLC
(“Clydesdale”), on the other hand (each a “Secured
Party”
and
together the “Secured
Parties”).
W
I T
N E S S E T H:
WHEREAS,
Secured Parties have agreed to make loans to the Company in the aggregate amount
of $733,333.32, which loans are evidenced by secured promissory notes payable
to
the Secured Parties of even date herewith, and, in connection therewith, the
Company will issue to each Secured Party an aggregate of One Million (1,000,000)
shares of common stock, $.0001 par value per share, of the Company (the
“Shares”)
for
each Loan advanced hereunder;
WHEREAS,
the Company has agreed to grant a security interest in certain collateral to
Secured Parties in order to secure its obligation to repay the loans; and
WHEREAS,
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed by the Uniform Commercial Code (the “Code”)
as in
effect from time to time in the State of California; provided, however, if
by
mandatory provision of law the attachment, perfection, or priority of Secured
Parties’ security interest in the Collateral (as hereinafter defined) is
governed by the Code of another state such capitalized terms shall be defined
as
in effect in such other jurisdiction for purposes of provisions thereof relating
to such attachment, perfection, or priority.
NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
hereby agrees with Secured Parties as follows:
SECTION
1. The
Loan; Funding Date; Disbursement.
Secured
Parties shall severally lend to the Company an aggregate principal amount of
Seven Hundred Thirty-three Thousand Three Hundred Thirty-three and Thirty-two
Cents ($733,333.32). Each Secured Party shall lend $366,666.66 (each is a
“Loan”
and
together the “Loans”),
it
being acknowledged that Clydesdale has already advanced to the Company $200,000
of its Loan. Each Loan shall be evidenced by a secured promissory note in the
form annexed hereto as Exhibit A
(each is
a “Note”
and
together the “Notes”).
All
principal and accrued interest on the Notes shall be payable on January 15,
2009. On the date of this Agreement, each Secured Party shall send by wire
transfer the aggregate amount of such Secured Party’s Loan to TroyGould and
distributions will be made from the account of TroyGould against directions
signed by both Hunter World Markets, Inc. (“Hunter”)
and
the Company, subject to Section 4(g). It is understood and agreed that the
Company will accept a Loan of an additional $366,666.66 from a third party
(the
“Additional
Lender”)
arranged by Hunter on the same terms as set forth herein which Loan to be made
within ten (10) business days of the Closing if so made. Upon making the Loan,
the Additional Lender shall be deemed to be a Secured Party for purposes of
this
Agreement, and the Additional Lender shall receive its allocable portion of
the
Shares and Hunter shall receive a placement fee of $36,667. The Additional
Lender shall execute a counterpart copy of this Agreement.
SECTION
2. Benefit
of Agreement.
This
Agreement is for the benefit of Secured Parties to secure (a) the full and
punctual payment when and as due, whether at maturity, by acceleration, upon
the
dates set for payment, or otherwise of the principal and interest of the Loans;
and (b) the full and punctual payment of any costs and expenses incurred by
Secured Parties in connection with the preservation or enforcement (including,
without limitation, with respect to any action, suit, or proceeding which may
be
instituted by Secured Parties in connection with the enforcement) of any of
the
Secured Parties’ rights under the Notes evidencing the Loans (including without
limitation the reasonable fees and disbursements of Secured Parties’ attorneys
and other experts) (all such obligations, collectively, the “Obligations”).
SECTION
3. Grant
of Security Interest.
As
collateral security for the prompt and complete payment and performance when
due
of all the Obligations, and in order to induce Secured Parties to make the
Loans, the Company grants to Secured Parties a first priority and continuing
security interest, which will be perfected by an effective UCC filing (made
by
Secured Parties or their counsel) until the Loan, as it relates to a specific
Secured Party, is satisfied, in all of the Company’s right, title, and interest
in all of the following property now owned, or at any time hereafter acquired,
by the Company or in which the Company now has or at any time in the future
may
acquire any right, title, or interest (all of which being hereinafter
collectively called the “Collateral”):
(a) all
assets of the Company, including, but not limited to, real estate, tangible
assets and intangible assets including all intellectual property rights located
at or used in connection with the operations of the Company at the addresses
listed on Schedule 3(a) (the “Secured
Locations”);
(b) all
existing and future contracts between the Company and another party related
to
the Secured Locations;
(c) all
existing and future Accounts and General Intangibles now or hereafter owned
by
the Company including, without limitation, (1) all money due and to become
due
under any contract, (2) any damages arising out of or for breach or default
in
respect of any contract or Account, (3) all other amounts from time to time
paid
or payable under or in connection with any contract or Account, and (4) the
right of the Company to terminate any contract or to perform or exercise all
remedies thereunder;
(d) all
existing and future equipment, machinery, furniture, fixtures and accessories
located at or used in connection with the Secured Locations (the “Equipment”);
(e) all
existing and future inventory located at or used in connection with the Secured
Locations; and
(f) to
the
extent not otherwise included, all proceeds and products of any or all of the
foregoing.
2
SECTION
4. Representations,
Warranties and Covenants of the Company.
The
Company hereby represents, warrants and covenants as follows:
(a) The
Company is a corporation duly incorporated, validly existing, and in good
standing under the laws of the State of Delaware. The Company is qualified
or
licensed to do business, and is in good standing as a foreign corporation in
all
jurisdictions in which such qualification or licensing is required or in which
the failure to so qualify or to be so licensed could have a material adverse
effect on the Company.
(b) This
Agreement and the Notes have been duly authorized by all corporate action,
and
upon their execution and delivery in accordance with the provisions hereof
will
constitute legal, valid and binding agreements and obligations of Company,
enforceable in accordance with their respective terms. The issuance of the
Shares has been duly authorized by all corporate action.
(c) The
execution, delivery, and performance by Company of this Agreement and the Notes
and the issuance of the Shares do not and will not conflict with the terms
of
the Certificate of Incorporation or Bylaws of Company, violate any provision
of
any judgment, decree or order of any court or governmental authority by which
Company is bound, or any provision of any law or regulation applicable to
Company, or result in a breach of or constitute a default under any contract,
obligation, indenture, or other instrument to which Company is a party or by
which Company may be bound.
(d) The
execution, delivery, and performance by Company of this Agreement and the Notes
and the issuance of the Shares do not and will not require any authorization,
approval, or other action by, or notice to or filing with, any governmental
authority, regulatory body, or any other person or entity.
(e) None
of
the filings of the Company required to be filed by it under the Securities
Exchange Act of 1934, as amended (the “SEC
Reports”)
nor
the financial statements (and notes thereto) included in the SEC Reports, as
of
their respective filing dates, contained any untrue statement of a material
fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances under which they
were made not misleading.
(f) Except
as
disclosed on Schedule 4(f), the Company owns the Collateral free and clear
of
any lien, security interest, charge, or encumbrance. Without limitation to
the
foregoing, the Company has clear and unencumbered title to all real property,
free and clear of any mortgage, or any liability, or rights of third parties
whatsoever, if any.
(g) The
Company shall use the proceeds of the Loans as follows: (1) payment at Closing
of Secured Parties’ counsel’s fees in the amount of $7,500 (the “Counsel
Fee”);
(2)
payment at Closing of a placement fee of $73,333 to Hunter (the “Placement
Fee”);
(3)
reimbursement for a tombstone ad (not to exceed $2,500), and (4) the remaining
proceeds as funds for Company operations.
3
(h) This
Agreement creates a valid security interest in the Collateral securing the
payment of the Obligations which is prior to all on the Collateral created
by
the Company and will be enforceable under the Code or similar laws as such
as
against all other creditors of and purchasers from the Company.
SECTION
5. Representations
and Warranties of each Secured Party.
Each
Secured Party hereby represents and warrants, severally and not jointly, to
the
Company that:
(a)
Securities
Not Registered.
Secured
Party is acquiring its Shares (as defined herein) for its own account, not
as an
agent or nominee, and not with a view to, or for sale in connection with, any
distribution thereof in violation of applicable securities laws. By executing
this Agreement, Secured Party further represents that Secured Party does not
have any present contract, undertaking, understanding or arrangement with any
person to sell, transfer or grant participations to such persons or any third
person, with respect to its Shares.
(b)
Access
to Information.
The
Company has made available to Secured Party the opportunity to ask questions
of
and to receive answers from the Company’s officers, directors and other
authorized representatives concerning the Company and its business and
prospects, and Secured Party has been permitted to have access to all
information which it has requested in order to evaluate the merits and risks
of
the purchase of its Shares pursuant to this Agreement.
(c)
Investment
Experience.
Secured
Party is an investor in securities of companies in the development stage and
acknowledges that it is able to fend for itself, can bear the economic risk
of
its investment, and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the purchase
of
the Shares.
(d)
No
Brokers or Finders.
Secured
Party has incurred no liability for commissions or other fees to any finder
or
broker in connection with the transactions contemplated by this Agreement,
the
cost of which is in any part the liability of or payable by the
Company.
(e)
Regulation
D.
Secured
Party is an “accredited investor” as defined in Rule 501 under the Securities
Act. In the normal course of business, Secured Party invests in or purchases
securities similar to the Shares and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of purchasing the Shares. The Secured Party is not a registered broker
dealer or an affiliate of any broker or dealer registered under Section 15(a)
of
the Exchange Act, or a member of the Financial Industry Regulatory Authority
or
a person engaged in the business of being a broker dealer.
(f)
Unregistered.
Secured
Party has been advised that (i) the Shares have not been registered under the
Securities Act or other applicable securities laws, (ii) the Shares may need
to
be held indefinitely, and Secured Party must continue to bear the economic
risk
of the investment in the Shares unless the Shares are subsequently registered
under the Securities Act or an exemption from such registration is available,
(iii) when and if the Shares may be disposed of without registration in reliance
on Rule 144 promulgated under the Securities Act, Secured Party must deliver
an
opinion of counsel to the Company reasonably acceptable to the Company in form,
substance and scope to the effect that the Shares may be sold or transferred
under an exemption from such registration, and (iv) if the Rule 144 exemption
is
not available, public sale without registration will require compliance with
an
exemption under the Securities Act.
4
(g) Pre-Existing
Relationship.
Secured
Party has a pre-existing personal or business relationship with the Company
or
any of its officers, directors or controlling persons, or by his/its business
or
financial experience or the business or financial experience of his/its
financial advisors who are unaffiliated with and who are not compensated by
the
Company, directly or indirectly, could be reasonably assumed to have the
capacity to protect his/its own interest in connection with the acquisition
of
the Shares.
(h)
No
Advertisement.
Secured
Party acknowledges that the offer and sale of the Shares was not be accomplished
by the publication of any advertisement.
(i)
No
Review.
Secured
Party understands that no arbitration board or panel, court or federal, state,
municipal or other governmental department, commission, board, bureau, agency
or
instrumentality, domestic or foreign, has passed upon or made any recommendation
or endorsement of the Shares.
(j) Secured
Party understands that the Shares shall bear a restrictive legend in
substantially the following form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(the “SECURITIES
ACT”)
OR
UNDER APPLICABLE STATE LAW AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR
PLEDGED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND ANY APPLICABLE STATE LAW, A TRANSFER MEETING THE
REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF
REASONABLY REQUIRED BY THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECTION
6. Further
assurances.
(a) Delivery
of Statements and Documents.
The
Company agrees from time to time to execute and deliver promptly, at the sole
expense of the Company, all further instruments and documents and take all
further action that may be reasonably necessary or desirable or that Secured
Parties may reasonably request to perfect and protect any security interest
granted or purported to be granted hereby or to enable Secured Parties to
exercise and enforce their rights and remedies hereunder with respect to any
Collateral.
(b) Financing/Continuation
Statements.
The
Company hereby authorizes Secured Parties to file one or more financing or
continuation statements and amendments thereto relative to all or any part
of
the Collateral without the signature of the Company where permitted by
law.
5
(c) Indemnification.
The
Company agrees to pay, and to save Secured Parties harmless from, any and all
liabilities, costs, and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) (i) with respect to, or resulting from, any delay
in paying any and all excise, sales, or other taxes which may be payable or
determined to be payable with respect to any of the Collateral, (ii) with
respect to, or resulting from, any delay in complying with any law or regulation
applicable to any of the Collateral, or (iii) in enforcing Secured Parties’
rights and remedies under this Agreement; unless such damages arose from Secured
Parties’ willful misconduct or gross negligence.
(d) Limitation
on Liens on Collateral.
The
Company will not create, incur, or permit to exist, and will defend the
Collateral against, and will take such other action as is necessary to remove,
any lien on or to the Collateral other than the liens created hereby and any
liens created in connection with Equipment leases for Equipment purchased after
the date hereof, and will defend the right, title, and interest of Secured
Parties in and to any of the Collateral against the claims and demands of third
parties.
SECTION
7. Performance
by Secured Parties of the Company’s Obligations.
If the
Company fails to perform or comply with any of its agreements described herein
and such failure to perform or comply constitutes an Event of Default (as
defined in the Notes), then Secured Parties, to the extent provided for by
the
terms of this Agreement, and after reasonable prior notice to the Company and
opportunity to cure, shall themselves perform or comply, or otherwise cause
performance or compliance with such agreement. The reasonable expenses of
Secured Parties incurred in connection with such performance or compliance
shall
be payable by the Company to Secured Parties on demand and shall constitute
Obligations secured hereby.
SECTION
8. Proceeds.
If an
Event of Default (as defined in the Notes) shall occur and be continuing, at
the
request of Secured Parties:
(a) all
proceeds received by the Company consisting of cash, checks, and other non
cash
items shall be held by the Company in trust for Secured Parties, shall be
segregated from other funds of the Company and shall forthwith upon receipt
by
the Company be turned over to Secured Parties in the exact form as received
by
the Company (duly indorsed by the Company to Secured Parties, if required);
and
(b) any
and
all such proceeds received by the Company (whether from Secured Parties or
otherwise) may, in the sole discretion of Secured Parties, be held by Secured
Parties as collateral security for, or at any time thereafter applied in whole
or in part by Secured Parties against, all or any part of the Obligations.
Any
balance of such payments held by Secured Parties and remaining after payment
in
full of all the Obligations then due and owing shall be paid over to the
Company.
SECTION
9. Covenants
of the Company.
(a) The
Company shall pay promptly when due all property and other taxes, assessments,
and governmental charges or levies imposed upon, and all claims including claims
for labor, materials, and supplies against, the Collateral, except if the same
are being contested in good faith and by appropriate proceedings.
6
(b) Promptly
after the date hereof, the Company shall hire an investor relations firm
reasonably acceptable to Hunter.
SECTION
10. Negative
Covenants of the Company.
The
Company shall not:
(a) sell,
assign, or transfer by operation of law or otherwise dispose of any of the
Collateral, without the prior written consent of Secured Parties, except in
the
ordinary course of business.
SECTION
11. Closing
Conditions.
The
obligations of the Secured Parties to make the Loans shall be subject to the
conditions precedent that the Secured Parties shall have received the following,
on each in form and substance satisfactory to the Secured Parties:
(a) The
Notes
duly executed by the Company;
(b) 1,000,000
Shares issued to each Secured Party that advances a Loan hereunder;
and
(c) Such
additional supporting documents as the Secured Parties or their counsel may
reasonably request.
Additionally,
the Company shall pay out of the proceeds of the Loan the Placement Fee
($73,333) and the Counsel Fee ($7,500) and the cost for a tombstone ad (not
to
exceed $2,500).
SECTION
12. Remedies.
If an
Event of Default (as defined in the Note) shall occur and be
continuing:
(a) Secured
Parties may exercise in respect of the Collateral all the rights and remedies
of
a secured party upon default under the Code in addition to other rights and
remedies provided for herein or otherwise available to it, and also may with
reasonable notice, except as specified below, sell the Collateral, or any part
thereof, in one or more parcels at public or private sale for cash, on credit,
or for future delivery, and at such price or prices and upon such other terms
as
are commercially reasonable.
(b) The
Company agrees that to the extent notice of sale shall be required by law,
at
least ten (10) days prior written notice to the Company shall constitute
reasonable notification of the time and place of any public sale or the time
after which any private sale is to be made. Secured Parties shall not be
obligated to make any sale of Collateral regardless of whether notice of sale
has been given. Secured Parties may adjourn any public or private sale from
time
to time by announcement at the time and place fixed therefore, and such sale
may
without further notice be made at the time and place to which it was so
adjourned.
(c) Notwithstanding
the foregoing, Secured Parties shall deliver the Collateral to the Company
and
this Agreement shall terminate as set forth in Section 18 of this
Agreement.
(d) All
cash
proceeds received by Secured Parties in respect of any sale of, collection
from,
or other realization upon all or any part of the Collateral may, in the
discretion of Secured Parties, be held by Secured Parties as collateral for
payment of the Obligations, and at any time, after payment out of such proceeds
of any expenses payable to Secured Parties pursuant to Section 13, may be
applied as provided for in Section 14.
7
SECTION
13. Expenses.
The
Company shall pay to Secured Parties upon demand the amount of any and all
reasonable expenses, including the reasonable fees and disbursements of its
counsel and of any experts and agents, which Secured Parties may incur in
connection with (i) the custody, preservation, use or operation of, or the
sale
of, collection from, or other realization upon, any of the Collateral or (ii)
the exercise or enforcement of any of the rights of Secured Parties hereunder
after and during the continuance of an Event of Default.
SECTION
14. Application
of Proceeds.
All
moneys collected by Secured Parties upon any sale or other disposition of the
Collateral, together with all other moneys received by Secured Parties
hereunder, shall be applied as follows:
(a) first,
to
all fees and expenses incurred by Secured Parties in connection with the
enforcement of their rights hereunder;
(b) second,
to satisfy any accrued unpaid and outstanding interest changes on the
Loans;
(c) third,
to
satisfy any unpaid and outstanding principal of the Loans; and
(d) fourth,
any excess, to the Company.
SECTION
15. Severability.
Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
SECTION
16. No
Waiver; Cumulative Remedies; Further Assurances.
Secured
Parties shall not by any act (except a written instrument pursuant to Section
16
hereof), delay, indulgence, omission, or otherwise be deemed to have waived
any
right or remedy hereunder or to have acquiesced in any default or Event of
Default (as defined in the Note) or in any breach of the terms and conditions
hereof. A waiver by Secured Parties of any right or remedy hereunder on any
one
occasion shall not be construed as a bar to any right or remedy which Secured
Parties would otherwise have had on any future occasion. No failure to exercise
nor any delay in exercising on the part of Secured Parties any right, power,
or
privilege hereunder shall operate as a waiver thereof, nor shall any single
or
partial exercise of any right, power, or privilege hereunder preclude any other
or future exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies hereunder provided are cumulative and may
be
exercised singly or concurrently, and are not exclusive of any rights and
remedies provided by law. The Company shall do such further acts, including
without limitation, signing such documents of transfer that Secured Parties
may
reasonably request to effectuate any sale of Collateral as herein permitted
and
described.
8
SECTION
17. Waivers
and Amendments; Successors and Assigns.
(a) None
of
the terms or provisions of this Agreement may be waived, altered, modified,
or
amended except by a written instrument duly executed by the Company and Secured
Parties owed a majority of the then outstanding amounts under the Notes
evidencing the Loans.
(b) This
Agreement and all obligations of the Company hereunder shall be binding upon
the
successors and assigns of the Company, and shall together with the rights and
remedies of Secured Parties hereunder inure to the benefit of Secured Parties
and their successors and assigns, provided
that the
Company may not assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Secured Parties.
SECTION
18. Release
of Collateral.
Following the date on which all Obligations then due and owing have been paid
in
full, this Agreement shall terminate. Upon expiration of this Agreement the
security interest granted hereby shall terminate, all rights to the Collateral
shall revert to the Company, and the Company shall have no further obligations
hereunder. Secured Parties, at the request and expense of the Company, will
execute and deliver to the Company such documents as the Company shall
reasonably request to evidence such termination and to release the security
interest granted pursuant to Section 3.
SECTION
19. Relationship
of Secured Parties; Collateral Agreement.
Secured
Parties shall be on parity with each other with respect to the Collateral and
the Obligations. Secured Parties hereby appoint Hunter to act on their behalf
as
Collateral Agent (“Collateral
Agent”),
it
being understood that any action to be taken pursuant to this Agreement or
the
Note shall exclusively vest in the Collateral Agent.
SECTION
20. Notices.
All
notices, requests, and other communications to any party hereunder or under
the
Notes shall be in writing and shall be given to the parties hereto at the
addresses set forth below:
|
if
to the Company:
|
Java
Detour, Inc.
0000
Xxxxxx Xxxxxx, Xxxxx 000
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxxx Xxxxxxxxx
Telephone:
000-000-0000
Fax
No.: 000-000-0000
|
|
with
a copy to:
|
Xxxxxxxxxxx
& Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP
00000
Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Attention:
Xxxxxx Xxxxxxx, Esq.
Telephone:
000-000-0000
Fax
No.: 000-000-0000
|
9
|
if
to Secured Parties:
|
Hunter
World Markets, Inc.
0000
Xxxxxxxx Xxxx. Xxxxxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
Tel.
No. : 000-000-0000
Fax
No.: 000-000-0000
Attention:
Xxxx Xxxxxx
|
|
with
a copy to:
|
Xxxxx
X. Xxxxxxxx, Esq.
TroyGould
PC
0000
Xxxxxxx Xxxx Xxxx, 00xx
Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Tel.
No.: 000 000 0000
Fax.
No.: 000 000 0000
|
or
to
such other address as such party may hereafter specify by written notice to
the
other party hereto. Except as otherwise provided for herein, each such notice,
request, or other communication shall be effective (i) if given by facsimile
transmission when transmitted to the facsimile transmission number specified
in
this Section 20 or (ii) if given by mail, three (3) business days after such
communication is deposited in the mail by certified mail, return-receipt
requested, postage prepaid addressed as aforesaid.
SECTION
21. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same instrument.
SECTION
22. Governing
Law.
This
Agreement shall be construed pursuant to the laws of the State of California
without regard to conflicts of law principals thereof.
[Signatures
on Next Page]
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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
and
delivered as of the date first set forth above.
|
THE
COMPANY:
|
|
|
JAVA
DETOUR, INC.
|
|
|
By:
/s/
Xxxxxxx
Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
Chief Executive Officer
|
|
|
SECURED
PARTIES:
|
|
|
JAVA
FINANCE, LLC
|
|
|
By:/s/
Xxxx
Xxxxxx
|
|
|
Name:
Xxxx
Xxxxxx
Title:
Manager
|
|
| CLYDESDALE PARTNERS, LLC | |
| By: Clydesdale Ventures, LLC, its Manager | |
|
By: /s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Manager
|
Schedule
3(a)
Secured
Locations
| 1. | 000 Xxxx Xxxxxxx, Xxxxxxx, XX 00000 | |
| 2. | 0000 Xxxxxxxx Xxxxxx, Xxxxx, XX 00000 | |
| 3. | 000 0xx Xxxxxx, Xxx Xxxxxx, XX 00000 |
Schedule
4(f)
Liens
on Collateral
See
attached.
EXHIBIT
A
SECURED
PROMISSORY NOTE
