SECURITY AGREEMENT
THIS
SECURITY AGREEMENT, dated as of April 15, 2008 (this “Agreement”),
is
granted jointly and severally by Morlex, Inc., and All Ad Acquisition, Inc.
(individually and collectively, the “Debtor”)
to
Iakona, Inc. (together with its successors and assigns, the “Secured
Party”).
Preliminary
Statements
On
the
date hereof, the Debtor is entering into that certain Secured Promissory Note
in
the principal amount of $4,500,000 (as amended, supplemented or modified from
time to time, the “Note”)
with
the Secured Party. To induce the Secured Party to enter into the Note and to
make the loans and financial accommodations to the Debtor contemplated
thereunder, the Debtor is entering into this Agreement with the Secured
Party.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
| 1. |
Definitions.
|
1.1 Terms
Defined in the UCC.
All
terms that are defined in the UCC (as hereinafter defined), and that are used
in
this Agreement or in Schedule A hereto without definition herein or therein,
unless the context indicates otherwise, shall have the respective meanings
specified in the UCC; provided that, to the extent that if any such term is
defined differently in different Articles of the UCC, the definition of such
term contained in Article 9 thereof shall govern.
1.2 Additional
Definitions.
The
following terms shall have the following meanings for purposes of this Agreement
(such meanings to be equally applicable to both the singular and plural forms
of
the terms defined):
“Business
Day”
means
any day that is not a Saturday, a Sunday or a day on which banks are required
or
permitted to be closed in the State of New York.
“Collateral”
means,
collectively, all of the assets and property of the Debtor described or referred
to in Schedule A annexed hereto.
“Contracts”
has
the
meaning specified in Schedule A hereto.
“Copyright
Mortgage”
means
(i) that certain grant of security interest in copyrights made by Ad Authority,
Inc. in favor of Iakona, Inc. and (ii) that certain grant of security interest
in trademarks made by Ad Authority, Inc. in favor of Iakona, Inc., both entered
into concurrently herewith.
“Event
of Default”
shall
have the meaning assigned to that term in Section 3 of the Note.
“Governmental
Authority”
means
any federal, state, provincial, county, city, town, village, municipal or other
government or governmental department, commission, council, court, board,
bureau, agency, authority or instrumentality (whether executive, legislative,
judicial, administrative or regulatory), of or within the United States of
America or its territories or possessions, or of or within any other country,
or
of any international community or organization established by
treaty.
“Insurance”
has
the
meaning specified in Schedule A hereto.
“Lien”
means
any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, lien, charge, claim, security interest, easement or encumbrance,
or
preference, priority or other security agreement or preferential arrangement
of
any kind or nature whatsoever (including any lease or title retention agreement,
any financing lease having substantially the same economic effect as any of
the
foregoing, and the filing of, any financing statement perfecting a security
interest under the UCC or comparable law of any jurisdiction).
“Material
Adverse Effect”
means
a
material adverse effect on the business, financial condition and results of
operations of the Debtor and its subsidiaries taken as a whole, or changes,
events or conditions that could reasonably be expected to have a material
adverse effect, but expressly excluding any adverse change, event development
or
effect arising from or relating to (a) general business or economic conditions,
(b) changes in law, rules, regulations, orders or other binding directives
issued by any governmental entity and (c) the taking of any action contemplated
by this Agreement or any other agreements contemplated hereby.
“Patent
Rights”
has
the
meaning specified in Schedule A hereto.
“Person”
means
any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, limited liability
company, institution, public benefit corporation, other entity or Governmental
Authority.
“Permitted
Liens”
means
any and all (a) Liens securing any Senior Obligations at anytime arising, (b)
Lien for taxes securing payments not yet due, (c) Liens that secure indebtedness
that is reflected in the most recent consolidated financial statements of the
Debtor previously provided to Secured Party, and (d) such other Liens that,
individually or in the aggregate, do not materially adversely affect the use
of
the properties or assets of Debtor or otherwise materially adversely affect
the
business operations as presently conducted or as currently proposed by the
Debtor’s management to be conducted.
“Records”
has
the
meaning specified in Schedule A hereto.
“Secured
Obligations”
means
all amounts due and owing by the Debtor to the Secured Party under the Note,
including, without limitation, all principal, interest (including all interest
that accrues after the commencement of any case or proceeding by or against
the
Debtor in bankruptcy, whether or not allowed in such case or proceeding), fees,
charges, expenses, attorneys’ fees and any other sum chargeable to the Debtor
under the Note.
“Senior
Indebtedness”
means
indebtedness of the Debtor now or hereafter incurred in connection with the
Debtor’s entry into its first senior credit facility or other debt financing
facility following the date hereof, or any documents executed under or in
connection therewith, and any amendments, modifications, deferrals, renewals
or
extensions of such indebtedness, and any amounts owed in respect of any
indebtedness incurred in refinancing, replacing or refunding the foregoing
(including any refinancing, replacing or refunding with new lenders), unless
the
terms of such indebtedness expressly provide that such indebtedness is not
senior with respect to the Secured Obligations; provided that, for the avoidance
of doubt, in no event shall any of the Secured Obligations be included in Senior
Indebtedness.
2
“Senior
Obligations”
means
all indebtedness, liabilities and obligations of any kind of Debtor to any
holder of Senior Indebtedness, including, without limitation, all principal,
interest (including all interest that accrues after the commencement of any
case
or proceeding by or against the Debtor in bankruptcy, whether or not allowed
in
such case or proceeding), fees, charges, expenses, attorneys’ fees and any other
sum chargeable to the Debtor under any agreement, instrument or other document
evidencing such Senior Indebtedness.
“Taxes”
has
the
meaning specified in Section 4.15 hereof.
“Technical
Information”
has
the
meaning specified in Schedule A hereto.
“Trademark”
has
the
meaning specified in Schedule A hereto.
“Trademark
Rights”
has
the
meaning specified in Schedule A hereto.
“UCC”
means
the Uniform Commercial Code as the same may, from time to time, be enacted
and
in effect in the State of New York; provided that in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection or
priority of, or remedies with respect to, the Secured Party’s Lien on any
Collateral is governed by the Uniform Commercial Code as enacted and in effect
in a jurisdiction other than the State of New York, the term “UCC” shall mean
the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to
such
provisions.
| 2. |
Grant
of Lien; Right of Setoff.
|
2.1 Subject
to Section 16 of this Agreement, to secure the prompt and complete payment
and
performance of all of the Secured Obligations, the Debtor hereby grants,
assigns, conveys, mortgages, pledges, hypothecates and transfers to the Secured
Party a Lien upon all of the Debtor’s right, title and interest in, to and under
the Collateral.
2.2 In
addition, to secure the prompt and complete payment and performance of the
Secured Obligations, the Debtor hereby grants to the Secured Party a right
of
setoff against all Collateral now or hereafter in the possession or custody
of
or in transit to the Secured Party, for any purpose, including safekeeping,
collection or pledge, for the account of the Debtor, or as to which the Debtor
may have any right or power.
2.3 This
Agreement is in addition to and without limitation of any right of the Secured
Party under the Note or the Copyright Mortgage.
3
| 3. |
Representations
and Warranties.
|
The
Debtor represents and warrants to the Secured Party that:
3.1 The
Debtor has full power, right and authority to execute, deliver and perform
its
obligations under this Agreement.
3.2 This
Agreement has been duly authorized, executed and delivered by the Debtor and
constitutes the legally valid and binding obligation of the Debtor, enforceable
against the Debtor in accordance with its terms, except to the extent that
such
enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditors’ rights generally and by general principles of
equity.
3.3 The
execution, delivery and performance by the Debtor of this Agreement does not
(i)
require any consent or approval of any Governmental Authority or other Person
that has not been obtained, (ii) violate any provisions of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect applicable to the Debtor, except where such violation would
not have a Material Adverse Effect, (iii) result in a breach of, constitute
a
default under or otherwise contravene any indenture or loan or credit agreement
or any other agreement, lease or instrument to which the Debtor is a party
or by
which the Debtor or the Debtor’s properties may be bound or affected, (iv)
result in, or require, the creation or imposition of any Lien (other than a
Lien
in favor of the Secured Party) upon or with respect to any of the Debtor’s
properties now owned or hereafter acquired, except where such Lien would not
have a Material Adverse Effect, or (v) cause the Debtor to be in default under
any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument,
except where such default would not have a Material Adverse Effect.
3.4 The
Debtor has rights in or the power to transfer rights in each item of the
Collateral upon which it purports to xxxxx x Xxxx hereunder free and clear
of
any and all Liens; provided, however, that the foregoing shall not prohibit
the
Debtor from granting a Permitted Lien after the date hereof, which Permitted
Lien securing Senior Indebtedness shall be senior to the Secured Party’s Lien in
each item of the Collateral.
3.5 Schedule
B annexed hereto accurately and completely sets forth (i) the Debtors’ exact
legal name as it appears in official filings in the state of its incorporation
or other organization, (ii) all other names (including, without limitation,
trade names) under which the Debtor presently conducts business, (iii) all
other
names (including, without limitation, trade names) under which the Debtor has
previously conducted business, (iv) the type of entity of the Debtor (including
corporation, partnership, limited partnership or limited liability company),
(v)
the organizational identification number issued by the Debtors’ state of
incorporation or organization or a statement that no such number has been
issued, (vi) the Debtors’ state of organization or incorporation, (vii) the
locations of the Debtors’ chief executive office and principal place of
business, (viii) the locations of the Debtors’ other corporate or administrative
offices, (ix) the locations of all other premises where Collateral is stored
or
located, and (x) the locations of the Debtors’ Records concerning the
Collateral.
The
Debtor has only one state of incorporation or organization. Except as noted
on
Schedule B hereto, the Debtor conducts and has in the past conducted no
business, whether directly or indirectly or through any subsidiary, division
or
affiliate, under any name or trade name other than its name first recited
above.
4
| 4. |
Covenants
and Agreements of the Debtor.
|
The
Debtor covenants and agrees that:
4.1 At
the
time this Agreement is executed and delivered to the Secured Party, the Debtor
shall: (a) execute and deliver to the Secured Party each instrument of
assignment and other writing, and take such other action, as the Secured Party
may deem necessary or desirable to evidence or perfect the Liens of the Secured
Party in the Collateral, including, without limitation, the filing of financing
statements and/or fixture filings in each of the jurisdictions specified in
Schedule F hereto and the filing of the Copyright Mortgage; (b) promptly deliver
to the Secured Party all original negotiable documents, certificated securities,
chattel paper and instruments, with each such endorsement, instrument of
assignment, stock power and other writing as the Secured Party may request;
and
(c) execute, endorse, acknowledge and deliver to the Secured Party any
certificate of title or other document required to acknowledge, register or
perfect the Liens hereby granted in any of the Collateral.
4.2 Subject
to the provisions of Section 16 below, the Debtor hereby irrevocably authorizes
the Secured Party at any time and from time to time to file in any filing office
in any Uniform Commercial Code jurisdiction any initial financing statements
and
amendments thereto that (a) indicate the Collateral (i) as all assets of the
Debtor or words of similar effect, regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the UCC
or
such jurisdiction, or (ii) as being of an equal or lesser scope or with greater
detail, and (b) contain any other information required by part 5 of Article
9 of
the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether the Debtor is an organization,
the
type of organization and any organization identification number issued to the
Debtor, and (ii) in the case of a financing statement filed as a fixture filing
or indicating Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral
relates.
The
Debtor agrees to furnish any such information to the Secured Party promptly
upon
request. The Debtor also ratifies its authorization for the Secured Party to
have filed in any Uniform Commercial Code jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.
4.3 At
any
time and from time to time, upon the written request of the Secured Party and
at
the sole expense of the Debtor, the Debtor shall promptly and duly execute
and
deliver any and all such further instruments and documents and take such further
actions as the Secured Party may deem desirable to obtain the full benefits
of
this Agreement and of the rights and powers herein granted, including without
limitation (a) using all commercially reasonable efforts to secure all consents
and approvals necessary or appropriate for the assignment to or for the benefit
of the Secured Party of any license or contract held by the Debtor and to
enforce the security interests granted hereunder; and (b) filing any financing
or continuation statements under the UCC with respect to the Liens granted
hereunder as to those jurisdictions that are not Uniform Commercial Code
jurisdictions and all filings required or prudent relative to the Copyright
Mortgage.
4.4 The
Debtor shall promptly notify the Secured Party of any commercial tort claim
(as
defined in the Code) acquired by it and unless otherwise consented by the
Secured Party, the Debtor shall enter into a supplement to this Agreement,
granting to the Secured Party a Lien in such commercial tort claim.
5
4.5 For
each
deposit account that the Debtor at any time opens or maintains, the Debtor
shall, at the Secured Party’s request and option, pursuant to an agreement in
form and substance reasonably satisfactory to the Secured Party, either (a)
cause the depositary bank to agree to comply, without further consent of the
Debtor, at any time with instructions from the Secured Party to such depositary
bank directing the disposition of funds from time to time credited to such
deposit account, or (b) arrange for the Secured Party to become the customer
of
the depositary bank with respect to the deposit account, with the Debtor being
permitted, only with the consent of the Secured Party, to exercise rights to
withdraw funds from such deposit account; provided that the Secured Party hereby
agrees that it shall not give any such instructions or withhold any such consent
unless an Event of Default shall at the time have occurred and be continuing,
or
would occur and be continuing immediately after giving effect to any such
withdrawal.
The
provisions of this Section 4.5 shall not apply to (i) any deposit account for
which the Debtor, the depositary bank and the Secured Party have entered into
a
cash collateral agreement specially negotiated among the Debtor, the depositary
bank and the Secured Party for the specific purpose set forth therein, (ii)
any
deposit account with respect to which the Secured Party is the depositary bank
and thereby has automatic control of such deposit account pursuant to the
provisions of Section 9-104 of the UCC, (iii) any deposit account specially
and
exclusively used by the Debtor for payroll, payroll taxes and other employee
wage and benefit payments to or for the benefit of the Debtor’s employees, or
(iv) any deposit accounts that individually or in the aggregate have less than
$25,000 on deposit at any time.
4.6 The
Debtor shall not adjust, settle or compromise the amount or payment of any
account, or release wholly or partly any customer or obligor thereof, or allow
any credit as discount thereon (other than credits or discounts in the ordinary
course of business) without the prior consent of the Secured Party, not to
be
unreasonably withheld, delayed or conditioned.
4.7 The
Secured Party shall have the right, by its employees, accountants, attorneys
and
other agents, to examine and inspect the Collateral at any reasonable time
and
wherever located at the Debtor’s expense not more than four (4) times each year
unless an Event of Default exists.
4.8 The
Debtor will defend the Collateral against all claims and demands of all other
Persons at any time claiming the same or an interest therein.
4.9 If
any
action or proceeding shall be commenced, other than any action to collect the
Secured Obligations, to which action or proceeding the Secured Party is made
a
party and in which it becomes necessary to defend or uphold the Secured Party’s
Liens hereunder, all costs incurred by the Secured Party for the expenses of
such litigation (including reasonable counsel fees and expenses) shall be deemed
part of the Secured Obligations secured hereby, which the Debtor agrees to
pay
or cause to be paid.
4.10 All
Records of the Collateral will be located at the Debtor’s principal place of
business.
The
Debtor shall not change any location of any equipment or inventory or Records
pertaining to any Collateral unless the Debtor gives the Secured Party not
less
than seven (7) days’ prior written notice.
6
4.11 The
Debtor will maintain Insurance at its expense at all times in such amounts,
in
such form, containing such terms and written by such companies as customarily
maintained by Persons in business similar to Debtor’s business.
All
policies of Insurance shall provide for thirty (30) days’ written notice of
cancellation or modification to the Secured Party. If an Event of Default
exists, the Secured Party is authorized by the Debtor to act as its attorney
in
collecting, adjusting, settling or canceling such Insurance and endorsing any
drafts drawn by insurers. The Secured Party may apply any proceeds of Insurance
received by it to the Secured Obligations if an Event of Default then exists.
The Debtor will promptly notify the Secured Party of any damage to or loss
of
the Collateral in excess of $50,000. Not later than the expiration date of
each
policy of Insurance then in effect, the Debtor shall deliver to the Secured
Party a certificate of insurance certifying as to (i) the extension of such
policy or the issuance of a renewal policy therefor, describing the same in
reasonable detail satisfactory to the Secured Party and (ii) the payment in
full
of the portion of the premium therefor then due and payable (or accompanied
by
other proof of such payment satisfactory to the Secured Party). The Debtor
shall
be required forthwith to notify the Secured Party (by telephone, confirmed
in
writing) if the Debtor shall determine at any time not to, or at any time be
unable to, extend or renew any such policy then in effect.
4.12 The
Debtor will use the Collateral for business purposes and not in violation of
any
statute or ordinance and will keep the Collateral in working order and
condition, and from time to time the Debtor will make to such Collateral all
needful and proper repairs, renewals, replacements, extensions, additions,
betterments and improvements thereto, to the extent and in the manner customary
for companies in similar lines of business under similar
circumstances.
4.13 The
Debtor will pay promptly when due all material excise, property, sales and
use
taxes and assessments imposed by any Governmental Authority upon or with respect
to any of the Collateral (“Taxes”), except for any Taxes which are being
contested in good faith and for which adequate reserves under generally accepted
accounting principles have been established.
4.14 The
Debtor will at all times keep accurate and complete Records of the Debtor’s
accounts, instruments and other Collateral.
The
Secured Party, or any of its agents, shall have the right to call at the
Debtor’s place or places of business at reasonable intervals and upon reasonable
notice to inspect, audit, make test verifications and otherwise examine and
make
extracts from the books, journals, orders, receipts, correspondence and other
Records relating to any of the Collateral at the Debtor’s expense not more than
four (4) times each year unless an Event of Default exists.
4.15 Upon
the
occurrence and during the continuance of an Event of Default, the Debtor agrees,
upon the written demand of the Secured Party, to stamp all books and records
pertaining to the Debtor’s accounts, instruments and general intangibles to
evidence the Secured Party’s Lien therein in form reasonably satisfactory to the
Secured Party.
4.16 The
Debtor will notify the Secured Party in writing at least thirty (30) days prior
to changing its chief executive office or other locations at which it does
business or changing its name or conducting business under any name or trade
name or changing its state of incorporation (by way of merger, consolidation,
reincorporation or otherwise), in each case specifying the places or names
involved.
7
4.17 Upon
the
reasonable request of the Secured Party, the Debtor shall obtain the consent
of
any Person, governmental instrumentality or agency, or public body or official
to the assignment hereunder of any account, instrument, document or general
intangible if such consent may be required by the terms of any agreement,
contract or statute.
4.18 Other
than a planned reincorporation in the State of Delaware, the Debtor shall not
reincorporate or reorganize itself under the laws of any jurisdiction other
than
the jurisdiction in which it is incorporated or organized as of the date hereof
without the prior written consent of the Secured Party, which consent shall
not
be unreasonably withheld, delayed or conditioned.
| 5. |
Remedies;
Rights Upon Default.
|
5.1 In
addition to all other rights and remedies granted to it under this Agreement
and
the Note, upon the occurrence and during the continuance of any Event of
Default, the Secured Party shall have and may exercise all of the rights, powers
and remedies of a secured party under the UCC, including without limitation,
the
right to sell, lease or otherwise dispose of any or all of the Collateral,
and
to take possession of the Collateral, and for that purpose the Secured Party
may
enter peaceably any premises on which the Collateral or any part thereof may
be
situated and remove the same therefrom and the Debtor will not resist or
interfere with such action.
The
Secured Party may require the Debtor to assemble the Collateral and make the
same available to the Secured Party at a place to be designated by the Secured
Party which is reasonably convenient to both parties. The Debtor hereby agrees
that the place or places of location of the Collateral are places reasonably
convenient to it to assemble the Collateral. Unless the Collateral is perishable
or threatens to decline speedily in value or is of a type customarily sold
on a
recognized market, the Secured Party will send the Debtor reasonable notice
of
the time and place of any public sale or reasonable notice of the time after
which any private sale or any other disposition thereof is to be made. The
requirement of sending reasonable notice shall be met if such notice is mailed,
postage prepaid, to the Debtor at least ten (10) days before the time of the
sale or disposition. The Secured Party shall have the right upon any such public
sale or sales and, to the extent permitted by law, upon any such private sale
or
sales, to purchase for the benefit of the Secured Party, the whole or any part
of said Collateral so sold. Such sales may be adjourned and continued from
time
to time with or without notice. The Secured Party shall have the right to
conduct such sales on the Debtor’s premises or elsewhere and shall have the
right to use the Debtor’s premises without charge for such time or times as the
Secured Party deems necessary or advisable. Until the Secured Party is able
to
effect a sale, lease, or other disposition of Collateral, the Secured Party
shall have the right to hold or use such Collateral, or any part thereof, to
the
extent that it deems appropriate for the purpose of preserving such Collateral
or its value or for any other purpose deemed appropriate by the Secured Party.
The Secured Party shall have no obligation to the Debtor to maintain or preserve
the rights of the Debtor as against third parties with respect to Collateral
while such Collateral is in the possession of the Secured Party. The Secured
Party may, if it so elects, seek the appointment of a receiver or keeper to
take
possession of Collateral and to enforce any of the Secured Party’s remedies with
respect to such appointment without prior notice or hearing as to such
appointment. To the maximum extent permitted by applicable law, the Debtor
waives all claims, damages, and demands against the Secured Party arising out
of
the repossession, retention or sale of the Collateral except such as arise
solely out of the gross negligence or willful misconduct of the Secured Party
as
finally determined by a court of competent jurisdiction.
8
5.2 Upon
demand by the Secured Party after the occurrence and during the continuance
of
an Event of Default, the Debtor will promptly deliver to the Secured Party
all
proceeds of Collateral, and all original evidences of accounts, chattel paper,
instruments, documents, securities or general intangibles of the Debtor,
including, without limitation, all checks, drafts, cash and other remittances,
notes, trade acceptances or other instruments or contracts for the payment
of
money, appropriately endorsed to the Secured Party’s order and, regardless of
the form of such endorsement, the Debtor hereby waives presentment, demand,
notice of dishonor, protest and notice of protest and all other notices with
respect thereto. Pending such deposit, the Debtor agrees that it will not
commingle any such checks, drafts, cash and other remittances with any of the
Debtor’s funds or property, but will hold them separate and apart therefrom and
upon an express trust for the Secured Party, until delivery thereof is made
to
the Secured Party.
| 6. |
Waivers.
|
The
Debtor hereby waives all demands, notices and protests of every kind which
are
not expressly required under this Agreement which are permitted by law to be
waived, and which would, if not waived, impair the Secured Party’s enforcement
of this Agreement or release any Collateral from the Liens of the Secured Party
under this Agreement.
| 7. |
Actions
and Proceedings.
|
THE
DEBTOR HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND VENUE
OF
ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR SHALL OPERATE TO PRECLUDE THE SECURED PARTY FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS, OR TO ENFORCE
A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE SECURED PARTY. THE DEBTOR
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
OR
SUIT COMMENCED IN ANY SUCH COURT, AND HEREBY WAIVES ANY OBJECTION WHICH IT
MAY
HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS.
THE DEBTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO THE DEBTOR AT THE ADDRESS FOR NOTICE SET FORTH HEREIN AND
THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT
THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE
PREPAID.
9
| 8. |
Waiver
of Jury Trial.
|
THE
PARTIES HERETO HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT
OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE, BETWEEN THE SECURED PARTY AND THE DEBTOR ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN CONNECTION
WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO.
| 9. |
Address
for Notices and Service of Process.
|
All
notices hereunder shall be in writing and shall be conclusively deemed to have
been received and shall be effective (a) on the day on which delivered if
delivered personally or transmitted by facsimile (with hard copy sent
concurrently by first class, U.S. mail, postage prepaid), (b) one Business
Day
after the date on which the same is delivered to a nationally recognized
overnight courier service, or (c) three Business Days after being sent by
registered or certified United States mail, return receipt
requested.
If
to the Debtor:
Morlex,
Inc.
000
Xxxxxxxxx Xxxxxx
Xxxxx
000
Xxx
Xxxx,
XX 00000
Attention:
Mr. Xxxxxxx Xxxxxx
Tel:
(000) 000-0000
Fax:
(000) 000-0000
All
Ad
Acquisition, Inc.
c/o
Morlex, Inc.
000
Xxxxxxxxx Xxxxxx
Xxxxx
000
Xxx
Xxxx,
XX 00000
Attention:
Mr. Xxxxxxx Xxxxxx
Tel:
(000) 000-0000
Fax:
(000) 000-0000
with
a
copy to:
Xxxxx
Xxxxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Attention:
Xxxx Xxxxx, Esq.
Tel:
(000) 000-0000
Fax:
(000) 000-0000
10
If
to the Secured Party:
Iakona,
Inc.
000
Xxxx
Xxxxx
Xxx
Xxxxx, XX 00000
Attention:
Xxxxx Xxxxx
with
a
copy to:
Xxxxxx
Xxxxx & Davidoff Incorporated
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Attention:
Xxxxxx X. Xxxxxxxxx, Esq.
Tel:
(000) 000-0000
Fax:
(000) 000-0000
| 10. |
No
Waiver of Remedies.
|
No
failure to exercise and no delay in exercising, on the part of the Secured
Party, any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges provided under this Agreement are
cumulative and are not exclusive of any rights, remedies, powers and privileges
provided under the Note or by law.
| 11. |
New
York Law.
|
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE.
| 12. |
Entire
Agreement; Modifications.
|
This
Agreement and the other documents executed and delivered to the Secured Party
in
connection herewith on the date hereof referenced herein (including without
limitation the Note) contain the entire agreement between the Secured Party
and
the Debtor with respect to all subject matters contained herein. This Agreement
cannot be amended, modified or changed in any way, except by a written
instrument executed by the Secured Party and the Debtor. No waiver of or
departure from any provision of this Agreement shall be effective except by
a
written instrument executed by the Secured Party.
11
| 13. |
Successors
and Assigns.
|
The
covenants, representations, warranties and agreements herein set forth shall
be
binding upon the Debtor, its legal representatives, successors and assigns
(including, without limitation, any debtor-in-possession on behalf of the
Debtor) and shall inure to the benefit of the Secured Party and its successors
and assigns. Any successor or assign of the Secured Party shall forthwith become
vested with and entitled to exercise all the powers and rights given by this
Agreement to the Secured Party, as if such successor or assign were originally
named as the Secured Party herein. The Debtor may not assign, sell, hypothecate
or otherwise transfer and interest in or delegate any obligation under this
Agreement.
| 14. |
Severability.
|
If
any
provision hereof shall be held to be invalid, illegal or unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction,
and (ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.
| 15. |
Counterparts.
|
This
Agreement may be executed in any number of counterparts, all of which, when
taken together shall constitute one and the same instrument, and any party
hereto may execute this Agreement by signing any such counterpart.
| 16. |
Subordination.
|
16.1 Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection
of
any Liens securing the Secured Obligations granted on the Collateral hereunder
or of any Liens securing the Senior Obligations granted on the Collateral and
notwithstanding any provision of the UCC, or any other applicable law or this
Agreement or the Note or any defect or deficiencies in, or failure to perfect,
any Liens securing the Senior Obligations or any other circumstance whatsoever,
the Secured Party hereby agrees that:
(a) the
payment of any and all of the Secured Obligations shall be subordinated and
subject in right and time of payment to the prior indefeasible payment and
performance in full of the current portion of all Senior Obligations, provided
that unless a default or an event of default has occurred and is continuing
under the Senior Credit Facility: (x) the Secured Party shall not be required
to
agree to suspend, delay or reduce any payments due under the Note and (y)
nothing herein shall prevent Secured Party from timely receipt of all sums
due
under the Note;
(b) any
Lien
on the Collateral securing any Senior Obligations held by or on behalf of any
holder of Senior Indebtedness or any agent or trustee therefor, regardless
of
how acquired, whether by grant, possession, statute, operation of law,
subrogation or otherwise, shall be senior in all respects and prior to any
Lien
on the Collateral securing the Secured Obligations; and
12
(c) any
Lien
on the Collateral securing any Secured Obligations now or hereafter held by
or
on behalf of the Secured Party or any agent or trustee therefor regardless
of
how acquired, whether by grant, possession, statute, operation of law,
subrogation or otherwise, shall be junior and subordinate in all respects to
all
Liens on the Collateral securing any Senior Obligations. All Liens on the
Collateral securing any Senior Obligations, whenever arising, shall be and
remain senior in all respects and prior to all Liens on the Collateral securing
any Secured Obligations for all purposes, whether or not such Liens securing
any
Senior Obligations are subordinated to any Lien securing any other obligation
of
the Debtor.
16.2 By
virtue
of accepting this Agreement and the benefits hereof and provided that a
principal of Secured Party is an officer or director of Debtor, the Secured
Party hereby waives any and all notice of incurrence, extension, advance,
renewal or accrual of any Senior Indebtedness, present or future, and agrees
and
consents that without notice to or consent of the Secured Party: (i) the
obligations and liabilities of the Debtor or any other party or parties under
Senior Indebtedness may, from time to time, in whole or in part, be renewed,
refinanced, replaced, extended, refunded, modified, amended, accelerated,
compromised, supplemented, terminated, increased, decreased, sold, exchanged,
waived or released; (ii) the holders of Senior Indebtedness and their
representatives may exercise or refrain from exercising any right, remedy or
power granted by any document creating, evidencing or otherwise related to
the
Senior Indebtedness or at law, in equity, or otherwise, with respect to the
Senior Indebtedness or in connection with any collateral security or lien (legal
or equitable) held, given or intended to be given therefor (including, without
limitation, the right to perfect any lien or security interest created in
connection therewith); (iii) any and all collateral security and/or liens (legal
or equitable) at any time, present or future, held, given or intended to be
given for Senior Indebtedness, and any rights or remedies of the holders of
Senior Indebtedness and their representatives in respect thereof, may, from
time
to time, in whole or in part, be exchanged, sold, surrendered, released,
modified, perfected, unperfected, waived or extended by the holders and their
representatives; (iv) any balance or balances of funds with any holder of Senior
Indebtedness at any time standing to the credit of the Debtor or any guarantor
of any Senior Indebtedness may, from time to time, in whole or in part, be
surrendered or released, all as the holders of Senior Indebtedness, their
representatives or any of them may deem advisable and all without impairing,
abridging, diminishing, releasing or affecting the subordination to Senior
Indebtedness provided for herein; and (v) the Debtor may incur any amount or
type of Senior Indebtedness (including Senior Indebtedness owed to affiliates),
or modify, restate, refinance, replace or amend any Senior Indebtedness from
time to time, on terms and conditions acceptable to the Debtor.
16.3 The
Secured Party agrees that at any time and from time to time upon the written
request of the Debtor, the Secured Party will at its expense execute and deliver
such further agreements, documents and instruments and do such further acts
and
make such authorizations as the Debtor or any holder of Senior Indebtedness
may
reasonably request in order to evidence, confirm and otherwise effectuate the
provisions set forth in this Section 16, including, without limitation, amending
any financing or continuation statements under the UCC or entering into any
intercreditor agreement or subordination agreement or any amendment to this
Agreement or the Note, as may be required by any holder of Senior Indebtedness;
provided, that, so long as no default or event of default has occurred and
is
continuing under the Senior Indebtedness, nothing herein shall require Secured
Party to (x) agree to suspend, delay or reduce any payments under the Note,
(y)
forego the timely receipt of all sums due under the Note or (z) consent to
the
Debtor's entry into any Senior Obligations that would require any modification
of the Note.
Debtor
hereby acknowledges and agrees that Secured Party and its shareholders shall
be
relieved of their fiduciary and other duties to Debtor and its shareholders
with
respect to: (i) enforcement and/or modification of this Agreement or the Note;
and (ii) the Debtor's evaluation of or entry into any Senior
Obligations.
13
| 17. |
Limitation
on Duty of Secured Party.
|
17.1 Secured
Party shall never be liable for its failure to use due diligence in the
collection of the Secured Obligations, or any part thereof, or for its failure
to give notice to Debtor of default in the payment of the Secured Obligations,
or any part thereof, or in the payment of or upon any security, whether pledged
hereunder or otherwise.
17.2 Secured
Party shall have no duty to fix or preserve rights against parties to the
Collateral, and shall never be liable for its failure to use diligence to
collect any amount payable in respect of the Collateral, but shall be liable
only to account to Debtor for what it may actually collect or receive
thereon.
Without
limiting the generality of the immediately preceding sentence, it is
specifically understood and agreed that Secured Party shall have no
responsibility for ascertaining any maturities, calls, conversions, exchanges,
offers, tenders, or similar matters relating to any of the Collateral or for
informing Debtor with respect to any of such matters (irrespective of whether
Secured Party actually has, or may be deemed to have, knowledge
thereof).
17.3 Secured
Party shall not be required to take any steps or actions with regard to the
Collateral as may be requested or authorized by Debtor unless (i) Secured Party
shall determine, in its sole discretion, that such steps or actions will not
adversely affect the value of the Collateral, and (ii) such request or
authorization by Debtor is made in writing and is actually received by Secured
Party.
17.4 [Reserved].
| 18. |
Other
Remedies.
|
18.1 Secured
Party shall be entitled to apply the proceeds of any sale or other disposition
of the Collateral in the following order: (i) first, to all costs and expenses
incurred in connection therewith or incidental thereto, including reasonable
attorneys’ fees and expenses to which the Secured Party is entitled hereunder;
(ii) second, to satisfaction of the Secured Obligations; (iii) third, to payment
of any other amounts required by applicable law; and (iv) fourth, to Debtor
to
the extent of any surplus remaining.
If the
proceeds are not sufficient to pay the Secured Obligations in full, Debtor
shall
remain liable for any deficiency.
18.2 So
long
as an Event of Default exists, each account debtor and obligor making payment
to
Secured Party hereunder shall be fully protected in relying on the written
statement of Secured Party that it then holds a security interest which entitles
it to receive such payment, and the receipt of Secured Party for such payment
shall be full acquittance therefor to the one making such payment.
14
| 19. |
Power
of Attorney.
|
Each
Debtor grants to the Secured Party an irrevocable power of attorney coupled
with
an interest authorizing and permitting Secured Party, at its option, with or
without notice to Debtor, to do any or all of the following upon the occurrence
and during the continuance of an Event of Default:
(a) endorse
the name of Debtor on any checks or other evidences of payment whatsoever that
may come into the possession of Secured Party
regarding Collateral in order to implement the provisions of this Agreement
or
the Note;
(b) receive,
open and forward any mail addressed to Debtor and put Secured Party ’s
address on any statements mailed to account debtors;
(c) pay,
settle, compromise, prosecute or defend any action, claim, conditional waiver
and release, or proceeding relating to Collateral;
(d) notify,
in the name of Debtor, the U.S. Post Office to change the address for delivery
of mail addressed to Debtor to such address as Secured Party may
designate (provided that Secured Party shall
promptly turn over to Debtor all such mail not relating to
Collateral);
(e) verify,
sign, acknowledge, record, file for recording, serve as required by law, any
claim of mechanic’s lien, stop notice or bonded stop notice in the sole and
absolute discretion of Secured Party relating
to any Collateral;
(f) insert
all recording or service information in any mechanic’s lien or assignment of
rights under stop notice/bonded stop notice which Debtor has signed in
connection with this Agreement, recorded or served to enforce payment of the
Collateral;
(g) file
on
behalf of Debtor any financing statement, amendment thereto or continuation
thereof:
|
(i)
|
deemed
necessary or appropriate by Secured Party
in
its reasonable discretion (from the standpoint of a secured creditor)
to
protect Secured Party’s interest in and to the Collateral;
or
|
|
(ii)
|
required
or permitted under any provision of this Agreement;
and
|
(h) do
all
other things necessary and proper in order to carry out this Agreement. The
authority granted to Secured Party pursuant
to this Section 19 is irrevocable until this Agreement is terminated and all
amounts due to Secured Party hereunder have been paid in full. Secured
Party shall
have no obligation to exercise any of the rights granted to it
hereunder
[Signature
page follows]
15
IN
WITNESS WHEREOF,
the
Debtor has caused this Agreement to be executed by its duly authorized officer
or representative as of the date and year first above written.
|
MORLEX,
INC.
|
||||
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
|||
|
Name:
Xxxxxxx X. Xxxxxx
|
||||
|
Title:
Chief Executive Officer
|
||||
|
ALL
AD ACQUISITION, INC.
|
||||
|
By:
|
/s/
Xxxxxxx X. Xxxxxx
|
|||
|
Name:
Xxxxxxx X. Xxxxxx
|
||||
|
Title:
President
|
||||
ACCEPTED
AND AGREED:
IAKONA,
INC.
|
/s/
Xxxxx X. Xxxxx
|
|
|
Name:
Xxxxx X. Xxxxx
|
|
|
Title:
President
|
SCHEDULE
A
to
Security
Agreement and UCC-1 Financing Statement
granted
by
Morlex,
Inc. and All Ad Acquisition, Inc. as “Debtor”
in
favor
of
Iakona,
Inc.
as
the
“Secured Party”
Description
of Collateral
All
right, title and interest of the Debtor in, to and under all personal property
whether now owned by or owing to, or hereafter acquired by or arising in favor
of the Debtor (including under any trade names, styles or derivations thereof),
and whether owned or consigned by or to, or leased from or to, the Debtor,
and
regardless of where located, including, without limitation:
|
1.
|
all
accounts (including, without limitation, health-care-insurance
receivables);
|
|
2.
|
all
chattel paper (including, without limitation, tangible chattel paper
and
electronic chattel paper);
|
|
3.
|
all
documents;
|
|
4.
|
all
general intangibles (including, without limitation, payment intangibles
and software and the domain names set forth in the Purchase
Agreement);
|
|
5.
|
all
commercial tort claims;
|
|
6.
|
all
goods (including, without limitation, inventory, equipment and
fixtures);
|
|
7.
|
all
instruments (including, without limitation, promissory
notes);
|
|
8.
|
all
investment property (including, without limitation, certificated
and
uncertificated securities, security entitlements, securities accounts,
commodity contracts and commodity accounts but not including the
capital
stock of Ad Authority, Inc.);
|
|
9.
|
all
deposit accounts of the Debtor and all deposits
therein;
|
|
10.
|
all
money, cash or cash equivalents of the
Debtor;
|
|
11.
|
all
supporting obligations and letter-of-credit rights;
and
|
|
12.
|
to
the extent not otherwise included, all proceeds, tort claims, insurance
claims and other rights to payments not otherwise included in the
foregoing and products of the foregoing and all accessions to,
substitutions and replacements for, and rents and profits of, each
of the
foregoing.
|
Schedule
A-1
IN
FURTHERANCE OF THE FOREGOING TYPES OF COLLATERAL, AND WITHOUT LIMITATION
THEREOF, all of the following property, now owned or hereafter acquired, arising
or existing, together with all proceeds thereof:
|
13.
|
All
of the contracts and agreements of the Debtor, together with all
schedules, exhibits, documents and certificates referred to therein,
as
amended, supplemented or otherwise modified from time to time, including
without limitation, all rights of the Debtor to (a) receive moneys
due and
to become due to it thereunder or in connection therewith, (b) damages
arising out of, or for, breach or default in respect thereof, (c)
compel
performance of the terms thereof, (d) benefits and claims under all
warranty and indemnity provisions contained therein, (e) all insurance
payments provided therein and (f) any other moneys due and to become
due
to the Debtor thereunder or in connection therewith and all proceeds
and
general intangibles arising from any of the foregoing (the “Contracts”).
|
|
14.
|
All
insurance covering any type of Collateral described in this Schedule
A or
any part thereof against risks of fire, flood, theft, loss, nonconformity
of, defects or infringement of rights in, or damage or any other
risk of
loss whatsoever and all proceeds and general intangibles arising
from any
of the foregoing (“Insurance”).
|
|
15.
|
All
of the Debtor’s right, title and interest in all of its books, records,
ledger sheets, files and other data and documents, including records
in
any form (digital or other) and recorded in or through any tangible
medium
(magnetic, lasergraphic or other) and retrievable in perceivable
form,
together with all machinery and processes (including computer programming
instructions) required to read and print such records relating to
any of
the types of Collateral described in this Schedule A (“Records”).
|
|
16.
|
All
patent rights throughout the world, including all letters patents,
patent
applications, patent licenses, patentable inventions, modifications
and
improvements thereof, all rights to any and all letters patent and
applications for letters patent, all divisions, renewals, reissues,
continuations, continuations-in-part, extensions and reexaminations
of any
of the foregoing, all shop rights, all proceeds of, and rights associated
with any of the foregoing (including license royalties and proceeds
of
infringement suits), the right to xxx third parties for past, present
or
future infringements of any of the foregoing and for breach or enforcement
of any of the foregoing, and all rights corresponding to each of
the
foregoing throughout the world and all proceeds and general intangibles
arising from any of the foregoing (“Patent
Rights”).
|
|
17.
|
All
information concerning the subject matter of the Patent Rights, and
all
other confidential or proprietary or useful information and all know-how
and common law or statutory trade secrets obtained by or used in
or
contemplated at any time for use in the business of the Debtor, and
all
other research and development work by the Debtor whether or not
the same
is a patentable invention, including without limitation all design
and
engineering data, shop rights, instructions, procedures, standards,
specifications, plans, drawings and designs and all proceeds and
general
intangibles arising from any of the foregoing (the “Technical
Information”).
|
Schedule
A-2
|
18.
|
All
trademarks, trade names, corporate names, company names, business
names,
fictitious business names, trade styles, service marks, certification
marks, collective marks, logos, domain names, URLs, other source
of
business identifiers, prints and labels on which any of the foregoing
have
appeared or appear, designs and general intangibles of a like nature
(each
of the foregoing items being called a “Trademark”),
now existing anywhere in the world or hereafter adopted or acquired,
whether currently in use or not, all registrations and recordings
thereof
and all applications in connection therewith, whether pending or
in
preparation for filing, including registrations, recordings and
applications in the United States Patent and Trademark Office or
in any
office or agency of the United States of America or any State thereof
or
any foreign country, all Trademark licenses, all reissues, extensions
or
renewals of any of the foregoing items all of the goodwill of the
business
connected with the use of, and symbolized by the foregoing items
all
proceeds of, and rights associated with, the foregoing, including
any
claim by the Debtor against third parties for past, present or future
infringement or dilution of any Trademark, Trademark registration
or
Trademark license, including any Trademark, Trademark registration
or
Trademark license, or for any injury to the goodwill associated with
the
use of any such Trademark or for breach or enforcement of any Trademark
license and all proceeds and general intangibles arising from any
of the
foregoing (the “Trademark
Rights”).
|
|
19.
|
All
copyrights and all semiconductor chip product mask works of the Debtor,
whether statutory or common law, registered or unregistered, now
or
hereafter in force throughout the world, including, without limitation,
all of the Debtor’s right, title and interest in and to all copyrights and
mask works registered in the United States Copyright Office or anywhere
else in the world and all applications for registration thereof,
whether
pending or in preparation, all copyright and mask work licenses,
the right
to xxx for past, present and future infringements of any thereof,
all
rights corresponding thereto throughout the world, all extensions
and
renewals of any thereof and all proceeds of the foregoing, including,
without limitation, licenses, royalties, income, payments, claims,
damages
and proceeds of suit and all proceeds and general intangibles arising
from
any of the foregoing (the “Copyrights”).
|
Schedule
A-3
|
20.
|
(A)
all computer and other electronic data processing hardware, integrated
computer systems, central processing units, memory units, display
terminals, printers, features, computer elements, card readers, tape
drives, hard and soft disk drives, cables, electrical supply hardware,
generators, power equalizers, accessories and all peripheral devices
and
other related computer hardware, whether now owned, licensed or leased
or
hereafter acquired by the Debtor; (B) all software programs including
source code and object code and all related applications and data
files),
whether now owned, licensed or leased or hereafter acquired by the
Debtor,
designed for use on the computers and electronic data processing
hardware
described in clause (A) above; (C) all firmware associated therewith,
whether now owned, licensed or leased or hereafter acquired by the
Debtor;
(D) all documentation (including flow charts, logic diagrams, manuals,
guides and specifications) for such hardware, software and firmware
described in the preceding clauses (A), (B) and (C), whether now
owned,
licensed or leased or hereafter acquired by the Debtor; and (E) all
rights
with respect to all of the foregoing, including, without limitation,
any
and all copyrights, licenses, options, warranties, service contracts,
program services, test rights, maintenance rights, support rights,
improvement rights, renewal rights and indemnifications and any
substitutions, replacements, additions or model conversions of any
of the
foregoing and all proceeds and general intangibles arising from any
of the
foregoing (the “Computer
Hardware and Software”).
|
Schedule
A-4
SCHEDULE
B
to
granted
by
Morlex,
Inc. and All Ad Acquisition, Inc. as “Debtor”
in
favor
of
Iakona,
Inc.
as
the
“Secured Party”
SCHEDULE
OF OFFICES, LOCATIONS OF COLLATERAL
AND
RECORDS CONCERNING DEBTORS’ COLLATERAL
|
I.
|
Debtors’
exact legal names: Morlex,
Inc. and All Ad Acquisition,
Inc.
|
|
II.
|
All
other names (including trade names) under which Debtor presently
conducts
business: Ad
Authority, Inc., NR Leads, Student Box, Insurance Box and Finance
Box.
|
|
III.
|
All
other names (including trade names) under which Debtor or any predecessor
to Debtor (by merger or otherwise) has previously conducted business
during the past five years:
None .
|
|
IV.
|
Type
of entity (e.g., corporation, partnership, business trust, limited
partnership, limited liability company): Each,
a corporation.
|
|
V.
|
Organizational
identification number issued by Debtors’ state of incorporation or
organization or a statement that no such number has been issued:
19871668481
and 4455464,
respectively.
|
|
VI.
|
State
of Incorporation or Organization of Debtor: Colorado
and Delaware,
respectively.
|
|
VII.
|
Debtors’
mailing address: 000
Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000.
|
If
different from the above mailing address, the address of Debtors’ place of
business or, if more than one place of business, Debtors’ chief executive
office: (same
as above).
|
VIII.
|
Corporate
or Administrative Offices of Debtors (including name of State and
County
of each location):
000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 (New York
County).
|
|
IX.
|
Other
Premises at which Collateral is stored or located (including name
of State
and County of each location): 0000
Xxx Xxxxxx Xxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
|
|
X.
|
Premises
at which records concerning the Collateral are stored or
located:
000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 and 0000 Xxx
Xxxxxx
Xxx, Xxxxx 000, Xxx Xxxxx, XX 00000.
|
Schedule
B
SCHEDULE
C
Description
of Copyrights Issue Date
1)
LeadX
software, Registration No. TXu001322825, Registered October 16,
2006.
2)
Project Eel software, Registration No. TXu001365605, Registered June 21,
2007.
Schedule
C
SCHEDULE
D
Description
of Trademark Rights Issue Date
|
Trademark
|
Serial
No.
|
Registration
No.
|
Reg./(Filing)
Date
|
|||
|
ADAUTHORITY
|
78/689,589
|
3,123,465
|
August
1, 2006
|
|||
|
XXXXXXX.XXX
|
78/689,535
|
3,191,990
|
January
2, 2007
|
|||
|
NR
LEADS
|
78/689,622
|
3,253,014
|
June
19, 2007
|
|||
|
NRLEADS
|
78/689,629
|
3,253,015
|
June
19, 2007
|
|||
|
LEADX
|
78/783,348
|
Allowed
for
Registration
|
(December
30, 2005)
|
|||
|
THE
INSURANCE BOX
|
77/008,005
|
3,267,460
|
July
24, 2007
|
|||
|
THE
FINANCE BOX
|
77/008,000
|
3,267,459
|
July
24, 2007
|
|||
|
THE
STUDENT BOX
|
77/007,989
|
3,267,457
|
July
24, 2007
|
|||
|
LEND
50
|
77/008,016
|
3,267,462
|
July
24, 2007
|
|||
|
MONEY
SAVINGS
SOLUTIONS.
ALL
IN ONE BOX.
|
77/008,009
|
3,267,461
|
July
24, 2007
|
Schedule
D
SCHEDULE
E
Description
of Patent Rights Issue Date
None.
Schedule
E
SCHEDULE
F
FILING
JURISDICTIONS
Colorado
Delaware
California
Schedule
F
