SECURITY AGREEMENT
Exhibit
10.7
THIS
SECURITY AGREEMENT is made on this 19th day of September, 2007 between
uVuMobile, Inc., a Georgia corporation ("Debtor"), and Xxxxx X.
Xxxxxxx ("Secured Party").
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1.
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SECURITY
INTEREST. Debtor grants to Secured Party a security interest in
the assets of the Debtor up to the first $66,500 including intellectual
property, inventory, equipment, appliances, furnishings, and fixtures
now
or hereafter placed upon the premises known as its corporate headquarters,
located at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000
(the
"Premises") or used in connection therewith and in which Debtor
now has or
hereafter acquires any right and the proceeds therefrom. As additional
collateral, Debtor assigns to Secured Party a security interest
in all of
its right, title, and interest to any trademarks, trade names,
contract
rights, and leasehold interests in which Debtor now has or hereafter
acquires. (All of the foregoing assets of the Debtor shall hereinafter
be
collectively referenced to as the “Collateral”.) This security
interest shall secure the payment and performance of Debtor's promissory
note of even date herewith in the principal amount of Fifty Thousand
($50,000) Dollars (the “Note”) and the payment and performance of all
other liabilities and obligations of Debtor to Secured Party of
every kind
and description, direct or indirect, absolute or contingent, due
or to
become due now existing or hereafter
arising.
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2.
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COVENANTS.
Debtor hereby warrants and covenants: (a) the Collateral will be
kept at
the Premises and the Collateral will not be removed from the Premises
other than in the ordinary course of business; (b) the Debtor's
place of
business is located at the Premises and Debtor will immediately
notify
Secured Party in writing of any change in or discontinuance of
Debtor's
place of business; (c) the parties intend that the Collateral is
and will
at all times remain personal property despite the fact and irrespective
of
the manner in which it is attached to realty; (d) the Debtor will
not
sell, dispose, or otherwise transfer the Collateral or any interest
therein without the prior written consent of Secured Party, and
the Debtor
shall keep the Collateral free from unpaid charges (including rent),
taxes, and liens; (e) the Debtor shall execute alone or with Secured
Party
any financing statement or other document or procure any document,
and pay
the cost of filing the same in all public offices wherever filing
is
deemed by Secured Party to be necessary; (f) Debtor shall maintain
insurance at all times with respect to all Collateral against risks
of
fire, theft, and other such risks and in such amounts as Secured
Party may
reasonably require and the policies shall be payable to both the
Secured
Party and the Debtor as their interests appear and shall provide
for ten
(10) days written notice of cancellation to Secured Party; and
(g) the
Debtor shall make all repairs, replacements, additions, and improvements
necessary to maintain any equipment in good working order and condition.
At its option, Secured Party may discharge taxes, liens, or other
encumbrances at any time levied or placed on the collateral, may
pay rent
or insurance due on the Collateral and may pay for the maintenance
and
preservation of the Collateral. Debtor agrees to reimburse Secured
Party
on demand for any payment made, or any expense incurred by Secured
Party
pursuant to the foregoing
authorization.
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This
security interest will be released at either the earlier of payment
of
principle and interest on the Note, or upon conversion of the Note
into
the Qualified Strategic Financing described in the
Note.
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3.
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DEFAULT.
The Debtor shall be in default under this Agreement upon the happening
of
any of the following: (a) any misrepresentation in connection with
this
Agreement on the part of the Debtor; (b) any noncompliance with
or
nonperformance of the Debtor's obligations under the Note or this
Agreement; or (c) if Debtor is involved in any financial difficulty
as
evidenced by (i) an assignment for the benefit of creditors, or
(ii) an
attachment or receivership of assets not dissolved within thirty
(30)
days, or (iii) the institution of bankruptcy proceedings, whether
voluntary or involuntary, which is not dismissed within thirty
(30) days
from the date on which it is filed. Upon default and at any time
thereafter, Secured Party may declare all obligations secured hereby
immediately due and payable and shall have the remedies of a secured
party
under the Uniform Commercial Code. Secured Party may require the
Debtor to
make the Collateral available to Secured Party at a place which
is
mutually convenient. No waiver by Secured Party of any default
shall operate as a waiver of any other default or of the same default
on a
future occasion. This Agreement shall inure to the benefit up and
bind the
heirs, executors, administrators, successors, and assigns of the
parties.
This Agreement shall have the effect of an instrument under
seal.
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Secured
Party: Xxxxx X. Xxxxxxx
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Debtor:
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| 000 X. Xxxxx Xx | ||||
| Xxxxxxx, XX 00000 | ||||
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By:
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/s/
Xxxxx X. Xxxxxxx
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By:
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/s/
Xxxxxxx X. Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx
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Its:
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Its:
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Chief
Financial Officer
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Date:
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September
19, 2007
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Date:
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9/20/2007
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