SECURITY AGREEMENT
This
SECURITY
AGREEMENT
(this
“Agreement”)
is
dated as of _____, 2006, and is entered into by and between iFreedom
Communications International Holdings, Limited,
a
corporation organized under the laws of Hong Kong ; IFreedom
Communications Corporation,
a
company organized under the laws of the Philippines; IFreedom
Communications (Malaysia) Sdn. Bhd., a
corporation organized under the laws of Malaysia ; IFreedom
Communications, Inc., a
corporation organized under the laws of the State of Delaware iFreedom
Communications Hong Kong Limited, a
corporation organized under the laws of Hong Kong); iFreedom
UK, Ltd.,
a
corporation organized under the laws of the United Kingdom (“UK”) corporation
( collectively the “Company”),
and
Fusion
Telecommunications International, Inc.,
a New
York corporation (“Secured Party”).
PRELIMINARY
STATEMENTS
A. Pursuant
to that certain Demand Note, by and between Company and Secured Party of even
date (as it may hereafter be further amended, restated, supplemented or
otherwise modified from time to time, the “Note”)
Secured Party has made a loan to Company, subject to the terms and conditions
set forth in the Note.
B. It
is a
condition precedent to the Secured Party’s taking of the Note that Company shall
have granted the security interest and undertaken the obligations contemplated
by this Agreement.
AGREEMENT
NOW,
THEREFORE,
in
consideration of the foregoing premises, the agreements and covenants set forth
herein, and in order to induce Secured Party to hold the Note, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant
of Security.
Company
hereby grants to Secured Party a security interest in all of Company’s right,
title and interest in and to the following, in each case whether now or
hereafter existing, whether tangible or intangible, or in which Company now
has
or hereafter acquires an interest and wherever the same may be located (the
“Collateral”):
(a) all
equipment in all of its forms, all parts thereof and all accessions thereto
(any
and all such equipment, parts and accessions being the “Equipment”);
(b) all
inventory in all of its forms, including but not limited to all goods held
by
Company for sale or lease or to be furnished under contracts of service or
so
leased or furnished (collectively the “Inventory”);
(c) all
accounts, contract rights, chattel paper, documents, instruments, general
intangibles and other rights and obligations of any kind owned by or owing
to
Company and all rights in, to and under all security agreements, leases and
other contracts securing or otherwise relating to any such accounts, contract
rights, chattel paper, documents, instruments, general intangibles (other than
Intellectual Property Collateral) or other obligations (any and all such
accounts, contract rights, chattel paper, documents, instruments, general
intangibles and other obligations being the “Accounts”,
and any
and all such security agreements, leases and other contracts being the
“Related
Contracts”);
(d) all
deposit accounts (the “Deposit
Accounts”),
together with (i) all amounts on deposit from time to time in such deposit
accounts, and (ii) all interest, cash, instruments, securities and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing;
(e) investment
property, including, but not limited to commodity accounts and commodity
contracts;
(f) letter
of
credit rights;
(g) promissory
notes;
(h) the
“Intellectual
Property Collateral”,
which
term means:
(i) all
right, title and interest (including rights acquired pursuant to a license
or
otherwise) in and to all trademarks, service marks, designs, logos, indicia,
tradenames, trade dress, corporate names, company names, business names,
fictitious business names, trade styles and/or other business identifiers and
applications pertaining thereto, owned by Company, or hereafter adopted and
used, in its business (collectively, the “Trademarks”),
all
registrations that have been or may hereafter be issued or applied for thereon
in the United States and in foreign countries (the “Trademark Registrations”),
and
all common law and other rights in and to the Trademarks in the United States
and any state thereof and in foreign countries (the “Trademark
Rights”);
(ii) all
right, title and interest (including rights acquired pursuant to a license
or
otherwise) in and to all patents and patent applications and rights and
interests in patents and patent applications under any domestic or foreign
law
that are presently, or in the future may be, owned or held by Company and all
patents and patent applications and rights, title and interests in patents
and
patent applications under any domestic or foreign law that are presently, or
in
the future may be, owned by Company in whole or in part, all rights
corresponding thereto, and all re-issues, divisions, continuations, renewals,
extensions and continuations-in-part thereof (all of the foregoing being
collectively referred to as the “Patents”);
and
(iii) (a)
all
copyrights under the laws of the United States or any other country (whether
or
not the underlying works of authorship have been published), all registrations
and recordings thereof, all copyrightable works of authorship (whether or not
published), and all applications for copyrights under the laws of the United
States or any other country, including, without limitation, registrations,
recordings and applications in the United States Copyright Office (the
“Copyright
Office”)
or any
similar office or agency in any other country, (b) all renewals of any of the
foregoing, (c) all claims for, and rights to xxx for, past or future
infringements of any of the foregoing and (d) all income, royalties, damages
and
payments now or hereafter due or payable with respect to any of the foregoing,
including, without limitation, damages and payments for past or future
infringements thereof (all of the foregoing collectively being referred to
as
the “Copyrights”);
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(i) all
trade
secrets, trade secret rights, know-how, customer lists, processes of production,
ideas, confidential business information, techniques, processes, formulas,
and
all other proprietary information of Company;
(j) to
the
extent not included in any other paragraph of this Section 1, all other
general intangibles (including without limitation tax refunds, rights to payment
or performance, choses
in action
and
judgments taken on any rights or claims included in the
Collateral);
(k) all
books, records, files, correspondence, computer programs, tapes, disks and
related data processing software that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon; and
(l) all
proceeds, products, rents and profits of or from any and all of the foregoing
Collateral and, to the extent not otherwise included, all payments under
insurance (whether or not Secured Party is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral. For purposes of
this
Agreement, the term “proceeds”
includes
whatever is receivable or received when Collateral or proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is
voluntary or involuntary.
Notwithstanding
anything herein to the contrary, in no event shall the Collateral include,
and
Company shall not be deemed to have granted a security interest in (i) any
item
of Collateral that is leased to Company and for which Company has not exercised
any applicable purchase option; (ii) any of Company’s rights or interests in any
license, contract or agreement to which Company is a party or any of its rights
or interests thereunder to the extent, but only to the extent, that such a
grant
would, under the terms of such license, contract or agreement or otherwise,
result in a breach of the terms of, or constitute a default under, any license,
contract or agreement to which Company is a party (other than to the extent
that
any such term would be rendered ineffective pursuant to Section 9-406 of
the UCC or any other applicable law (including the United States Bankruptcy
Code
(the “Bankruptcy
Code”))
or
principles of equity); provided,
that
immediately upon the ineffectiveness, lapse or termination of any such
provision, the Collateral shall include, and Company shall be deemed to have
granted a security interest in, all such rights and interests as if such
provision had never been in effect, or (iii) any real property leasehold, unless
Company has executed a leasehold mortgage or leasehold deed of trust covering
such real property leasehold.
2. Security
for Obligations.
This
Agreement secures, and the Collateral assigned by Company is collateral security
for, the prompt payment or performance in full when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including without limitation the payment of amounts that would become due
but
for the operation of the automatic stay under Section 362(a) of the
Bankruptcy Code), of all Secured Obligations of Company. “Secured
Obligations”
means
all obligations and liabilities of Company to Secured Party now or hereafter
existing, including all obligations and liabilities arising out of or in
connection with the Note.
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3. Representations
and Warranties.
Company
represents and warrants as follows:
(a) Ownership
of Collateral.
Company
owns the Collateral free and clear of any Lien (as defined below), security
interest, assignment, option or other charge or encumbrance, except for the
Liens and security interests (i) set forth on Schedule
A
hereto,
(ii) created by this Agreement or any other document in favor of Secured Party,
(iii) resulting from taxes which have not yet been become delinquent, or (iv)
that are minor liens, encumbrances and defects in title which do not materially
detract from the value of the property subject thereto. This Agreement has
been
duly and validly authorized by Company and executed and delivered by Company
and
constitutes the legal, valid and binding obligation of Company, enforceable
against Company in accordance with its terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles
of
general application (regardless of whether enforcement is sought in a proceeding
in equity or at law)) and, subject to the performance of the relevant procedures
as specified in Section 6(a) herein with respect to such Collateral, creates
a
valid, binding, enforceable and perfected security interest in and Lien upon
all
of the Collateral, to the extent such security interest can be created by
performance of the procedures specified in Section 6(a), and Company is duly
authorized to make all filings and take all other actions necessary or desirable
to perfect and to continue perfected such security interest. For purposes of
this Agreement, “Lien”
shall
mean a pledge, assignment, lien, charge, mortgage, encumbrance, or other
security interest obtained under this Agreement or under any other agreement
or
instrument with respect to any present or future assets, property, contract
rights, or revenues in order to secure the payment of indebtedness of the party
referred to in the context in which the term is used.
4. Further
Assurances.
(a) Company
agrees that from time to time, at its reasonable expense, Company will promptly
execute and deliver to Secured Party one or more financing and continuation
statements, and amendments thereto, relating to all or any part of the
Collateral, and all further instruments and documents, and take all further
action, that may be necessary or desirable, or that Secured Party may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral.
(b) Company
will give prompt written notice to Secured Party of, and defend the Collateral
against, any suit, action or proceeding related to the Collateral or which
could
adversely affect the security interests and Liens granted
hereunder.
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5. Certain
Covenants of Company.
Company
shall:
(a) give
Secured Party 15 days’ prior written notice of any change in Company’s chief
place of business, chief executive office or residence or the office where
Company keeps its records regarding the Accounts and all originals of all
chattel paper that evidence Accounts, prior to effectuating any change described
in the preceding sentence, Company shall take or cause to be taken all actions
deemed by Secured Party to be necessary or desirable to prevent any financing
or
continuation statement from becoming seriously misleading or rendered
ineffective, or the security interests granted herein from becoming unperfected
or the relative priority thereof otherwise impaired, as a result of such removal
or change and, if reasonably requested by Secured Party, shall provide an
opinion of nationally recognized counsel in form and substance reasonably
satisfactory to Secured Party, describing such actions and confirming that
such
actions have been taken and are effective to prevent such results;
(b) maintain,
or cause to be maintained, all items of the Collateral in good condition and
repair, ordinary wear and tear excepted in the case of Equipment, and pay,
or
cause to be paid, the costs of repairs to or maintenance of that Collateral
which is of a type that could be repaired or maintained;
(c) not
use
any Collateral in material violation of law or any applicable policy of
insurance;
(d) pay
or
cause to be paid when due all taxes, assessments, and other charges relating
to
the Collateral or this Agreement and reimburse Secured Party for all reasonable
costs of and reasonable fees incurred in connection with the filing of the
documents and instruments referred to in Section 6(a) hereof; and
(e) furnish
to Secured Party from time to time (but, unless an Event of Default (as defined
in Section 6(b) below) shall have occurred and be continuing, no more frequently
than quarterly) statements and schedules further identifying and describing
the
Intellectual Property Collateral and such other reports in connection with
the
Intellectual Property Collateral as Secured Party may reasonably request, all
in
reasonable detail.
6. Secured
Party Appointed Attorney-in-Fact.
Company
hereby irrevocably appoints Secured Party as Company’s attorney-in-fact, with
full authority in the place and stead of Company and in the name of Company,
Secured Party or otherwise, from time to time in Secured Party’s discretion to
take any of the following actions:
(a) file
one
or more financing or continuation statements, and amendments thereto, relating
to all or any part of the Collateral;
(b) upon
the
occurrence and during the continuance of any of the default events described
in
the Note (an “Event
of Default”),
to
ask for, demand, collect, xxx for, recover, compound, receive and give
acquaintance and receipts for moneys due and to become due under or in respect
of any of the Collateral;
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(c) upon
the
occurrence and during the continuance of an Event of Default, to receive,
endorse and collect any drafts or other instruments, documents and chattel
paper
in connection with clause (b) above;
(d) upon
the
occurrence and during the continuance of an Event of Default, to file any claims
or take any action or institute any proceedings that Secured Party may deem
necessary or desirable for the collection of any of the Collateral or otherwise
to enforce the rights of Secured Party with respect to any of the
Collateral;
(e) to
pay or
discharge taxes or Liens (other than Liens permitted under this Agreement or
the
Note) levied or placed upon or threatened against the Collateral, the legality
or validity thereof and the amounts necessary to discharge the same to be
determined by Secured Party in its sole discretion, any such payments made
by
Secured Party to become obligations of Company to Secured Party, due and payable
immediately upon demand;
(f) upon
the
occurrence and during the continuance of an Event of Default, to sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications and
notices in connection with Accounts and other documents relating to the
Collateral; and
(g) upon
the
occurrence and during the continuance of an Event of Default, generally to
sell,
transfer, pledge, make any agreement with respect to or otherwise deal with
any
of the Collateral as fully and completely as though Secured Party were the
absolute owner thereof for all purposes, and to do, at Secured Party’s option
and Company’s expense, at any time or from time to time, all acts and things
that Secured Party deems necessary to protect, preserve or realize upon the
Collateral and Secured Party’s security interest therein in order to effect the
intent of this Agreement, all as fully and effectively as Company might
do.
The
appointment set forth in this Section 6 is coupled with an interest and is
irrevocable until such time as the Secured Party gives the Company express
written notice the Note is paid in full.
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7. Remedies.
(a) If
any
Event of Default shall have occurred and be continuing, Secured Party may
exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party on default under the UCC (whether or not the UCC
applies to the affected Collateral), and also may (i) require Company to,
and Company hereby agrees that it will at its expense and upon request of
Secured Party forthwith, assemble all or part of the Collateral as directed
by
Secured Party and make it available to Secured Party at a place to be designated
by Secured Party that is reasonably convenient to both parties, (ii) enter
onto the property where any Collateral is located and take possession thereof
with or without judicial process, (iii) prior to the disposition of the
Collateral, store, process, repair or recondition the Collateral or otherwise
prepare the Collateral for disposition in any manner to the extent Secured
Party
deems appropriate, (iv) take possession of Company’s premises or place
custodians in exclusive control thereof, remain on such premises and use the
same and any of Company’s equipment for the purpose of completing any work in
process, taking any actions described in the preceding clause (iii) and
collecting any Secured Obligation, or (v) without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels
at public or private sale, at any of Secured Party’s offices or elsewhere, for
cash, on credit or for future delivery, at such time or times and at such price
or prices and upon such other terms as Secured Party may deem commercially
reasonable. Secured Party may be the purchaser of any or all of the Collateral
at any such sale and Secured Party shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion
of
the Collateral sold at any such public sale, to use and apply any of the Secured
Obligations as a credit on account of the purchase price for any Collateral
payable by Secured Party at such sale. Each purchaser at any such sale effected
in accordance with the provisions of this Section 7 and applicable law shall
hold the property sold absolutely free from any claim or right on the part
of
Company, and Company hereby waives (to the extent permitted by applicable law)
all rights of redemption, stay and/or appraisal which it now has or may at
any
time in the future have under any rule of law or statute now existing or
hereafter enacted. Company agrees that, to the extent notice of sale shall
be
required by law, at least ten days’ notice to Company of the time and place of
any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. Secured Party shall not be obligated to
make
any sale of Collateral regardless of notice of sale having been given. Secured
Party may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. Company hereby
waives any claims against Secured Party arising by reason of the fact that
the
price at which any Collateral may have been sold at such a private sale was
less
than the price which might have been obtained at a public sale, even if Secured
Party accepts the first offer received and does not offer such Collateral to
more than one offeree. If the proceeds of any sale or other disposition of
the
Collateral are insufficient to pay all the Secured Obligations, Company shall
liable for the deficiency and the fees and costs of any attorneys employed
by
Secured Party to collect such deficiency.
8. Application
of Proceeds.
Except
as
expressly provided elsewhere in this Agreement, all proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon
all
or any part of the Collateral shall be applied in the following order of
priority:
FIRST:
To
the payment of all costs and expenses of such sale, collection or other
realization, including reasonable compensation to Secured Party and its agents
and counsel, and all other reasonable expenses, liabilities and advances made
or
incurred by Secured Party in connection therewith, and all amounts for which
Secured Party is entitled to indemnification hereunder and all advances made
by
Secured Party hereunder for the account of Company, and to the payment of all
reasonable costs and expenses paid or incurred by Secured Party in connection
with the exercise of any right or remedy hereunder;
SECOND:
To the payment of all other Secured Obligations and, as to obligations arising
under the Note, as provided in the Note; and
THIRD:
To
the payment to or upon the order of Company, or to whosoever may be lawfully
entitled to receive the same or as a court of competent jurisdiction may direct,
of any surplus then remaining from such proceeds.
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9. Continuing
Security Interest; Transfer of Loans; Termination and
Release.
(a) This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the payment in full of the
Secured Obligations or the cancellation, termination or conversion into Company
equity securities of the Note, (ii) be binding upon Company and its
successors and assigns, and (iii) inure, together with the rights and
remedies of Secured Party hereunder, to the benefit of Secured Party and their
respective successors, transferees and assigns.
(b) Upon
the
payment in full of all Secured Obligations or the cancellation, expiration
or
conversion of the Note, the security interest granted hereby shall terminate
and
all rights to the Collateral shall revert to Company. Upon any such payment
in
full of all Secured Obligations or cancellations, termination or conversion,
Secured Party will, at Company’s expense, execute and deliver to Company such
documents as Company shall reasonably request to evidence such termination.
10. Exculpation
of Secured Party.
(a) Secured
Party shall not be responsible in any manner for the validity or transferability
of any of the Collateral conveyed or held pursuant to the terms of this
Agreement, nor for any representation or warranty made by any other party to
this Agreement. Nothing contained herein shall be deemed to obligate Secured
Party to deliver any funds or evidences of ownership of any asset, tangible
or
otherwise, nor anything else, to any person or entity, unless the same shall
first have been received by Secured Party pursuant to this
Agreement.
(b) Anything
in this Agreement to the contrary notwithstanding, in no event shall Secured
Party be liable for any special, incidental, or consequential loss or damage
of
any kind whatsoever (including but not limited to lost profits), even if Secured
Party has been advised of the likelihood of such loss or damage and regardless
of the form of action.
(c) Secured
Party shall not be liable for any action taken or omitted by it in its
reasonable discretion under or in connection with this Agreement, the Note,
or
any other applicable document or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct).
(d) Secured
Party shall be entitled to rely, and shall be fully protected in relying, upon
advice and statements of legal counsel selected by Secured Party.
(e) In
the
event that any notice or instruction required to be delivered to Secured Party
hereunder is not so delivered, Secured Party may hold any funds in its
possession pursuant to this Agreement, or the interest in any Collateral,
pending delivery to it of such written notice or instruction and, if an Event
of
Default occurs while such funds are in its possession may exercise all other
rights and remedies of Secured Party under this Agreement.
(f) It
is
understood and agreed that should any dispute arise with respect to the delivery
or ownership, or right of possession of or to any of the Collateral, or to
any
funds received by Secured Party hereunder or in connection herewith, or the
due
and proper performance by any party of its obligations hereunder, Secured Party
is authorized and directed to retain in its possession without liability to
anyone all or any of the Collateral or funds delivered to it pursuant hereto
until such dispute shall have been settled by mutual and unanimous agreement
by
the parties concerned, or by a final order, decree or judgment of a court of
competent jurisdiction and from which no appeal has been taken and as to which
the time the right to appeal has expired. Secured Party shall be entitled,
but
shall be under no duty whatsoever, to institute an action in interpleader or
similar proceedings in order to determine the rights of the respective parties
to the Collateral, any funds held pursuant hereto, or to defend any such
proceedings.
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(g) Notwithstanding
any representation or warranty or other statement set forth herein that the
documents and instruments executed and delivered by Company hereunder or
pursuant hereto (including without limitation any UCC financing statements)
are
adequate in form and substance to create and perfect a lien against the
Collateral, Secured Party bears no responsibility for investigating whether
or
not such documents and instruments do effectively create such an interest,
and
Secured Party bears no responsibility or liability therefor or for the failure
of such document or instruments so to create or perfect such an
interest.
11. Indemnification
of Secured Party.
Company
hereby indemnifies and agrees to hold Secured Party harmless from and against
any and all damage, cost, liability, or expenses (including, but not limited
to,
reasonable legal fees and court costs) that Secured Party incurs by reason
of
acting in such capacity hereunder, without prejudice to any right that any
party
may have to recover from the other party for any such damage, cost, liability,
or expense. It is expressly agreed and acknowledged by the parties hereto that
the foregoing indemnity shall apply to such reasonable legal fees and expenses
incurred by Secured Party in defending any action brought by any party hereto
alleging misconduct or negligence by Secured Party, unless there shall have
been
finally concluded by a court of competent jurisdiction that Secured Party was
responsible for, or committed, gross negligence or willful misconduct in
discharging or in failing to discharge its duties hereunder. The indemnification
obligations in this Section shall survive the payment of all obligations
hereunder and the resignation or replacement of Secured Party.
12. Amendments.
No
amendment, modification, termination or waiver of any provision of this
Agreement, and no consent to any departure by Company therefrom, shall in any
event be effective unless the same shall be in writing and signed by Secured
Party and by Company. Any such waiver or consent shall be effective only in
the
specific instance and for the specific purpose for which it was
given.
13. Notices.
Any
notice or other communication herein required or permitted to be given shall
be
in writing and may be personally served, or sent by telefacsimile or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of telefacsimile, or
three business days after depositing it in the United States mail with postage
prepaid and properly addressed to the addresses set forth on the signature
pages
hereto.
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14. Failure
or Indulgence Not Waiver; Remedies Cumulative.
No
failure or delay on the part of Secured Party in the exercise of any power,
right or privilege hereunder shall impair such power, right or privilege or
be
construed to be a waiver of any default or acquiescence therein, nor shall
any
single or partial exercise of any such power, right or privilege preclude any
other or further exercise thereof or of any other power, right or privilege.
All
rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
15. Severability.
In
case
any provision in or obligation under this Agreement shall be invalid, illegal
or
unenforceable in any jurisdiction, the validity, legality and enforceability
of
the remaining provisions or obligations, or of such provision or obligation
in
any other jurisdiction, shall not in any way be affected or impaired
thereby.
16. Headings.
Section
and subsection headings in this Agreement are included herein for convenience
of
reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.
17. Governing
Law; Terms.
THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW
YORK,
WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.
18. Consent
to Jurisdiction and Service of Process.
ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING TO
THIS
AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, SHALL EXCLUSIVELY BE, BROUGHT IN STATE
COURT IN THE STATE OF NEW
YORK.
BY
EXECUTING AND DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY
(I) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;
AND
(II) WAIVES
ANY DEFENSE OF FORUM
NON CONVENIENS.
19. Waiver
of Jury Trial.
COMPANY
AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
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20. Counterparts.
This
Agreement may be delivered by facsimile transmission and be executed in one
or
more counterparts and by different parties hereto in separate counterparts,
each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached
to
the same document.
[Remainder
of Page Intentionally Left Blank. Signature Page
Follows.]
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IN
WITNESS WHEREOF,
Company
and Secured Party have caused this Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. | ||
By: ________________ | ||
Name: | ||
Title: | ||
If to Secured Party: | ||
0000 Xxxx Xxxxxxx Xxxxx Xxxx | ||
Xxxx Xxxxxxxxxx, Xx 00000 | ||
Fax 000 000 0000 | ||
IFREEDOM COMMUNICATIONS INTERNATIONAL HOLDINGS, LIMITED | ||
By: ________________ | ||
Name: | ||
Title: | ||
IFREEDOM COMMUNICATIONS CORPORATION | ||
By: ________________ | ||
Name: | ||
Title: |
12
IFREEDOM COMMUNICATIONS (MALAYSIA) Sdn. Bhd. | ||
By: ________________ | ||
Name: | ||
Title: | ||
IFREEDOM COMMUNICATIONS, INC. | ||
By: ________________ | ||
Name: | ||
Title: | ||
IFREEDOM COMMUNICATIONS HONG KONG, LIMITED | ||
By: ________________ | ||
Name: | ||
Title: | ||
IFREEDOM UK, LTD. | ||
By: ________________ | ||
Name: | ||
Title: | ||
If to Company: | ||
iFreedom Communications, Inc. | ||
0 Xxxxxxx | ||
Xxxxxx, XX 00000 | ||
Facsimile: 000-000-0000 |
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