JOINDER AND CONFIRMATION OF SECURITY AGREEMENT
THIS
JOINDER AND CONFIRMATION OF SECURITY AGREEMENT (this
“Joinder”)
is
executed as of February 13,
2006 by
Xxxxx X. Xxxxxxx (the “Joining
Party”)
and
delivered to Laurus Master Fund, Ltd., a Cayman Islands company (the
“Purchaser”).
Except as otherwise defined herein, terms used herein and defined in the 2006
Securities Purchase Agreement (as defined below) shall be used herein as therein
defined.
W
I T N E S S E T H:
WHEREAS,
Cancable Inc, an Ontario Corporation (“Cancable
Canada”),
Cancable Holding Corp., a Delaware corporation (“Cancable
Holding”)
and
the Purchaser have entered into a Securities Purchase Agreement dated December
31, 2005 (as amended, modified or supplemented from time to time, the
“2005
Securities Purchase Agreement”)
providing for the execution of the Related Agreements (as defined in the 2005
Securities Purchase Agreement);
WHEREAS,
Iview
Digital Video Solutions Inc., a federal Canadian corporation, (“Iview”)
Creative Vistas, Inc., an Arizona corporation (the “Parent”),
Iview
Holding Corp., a Delaware corporation (“Iview
Holding”)
and
the Purchaser have entered into a Securities Purchase Agreement dated February
13, 2006 (as amended, modified or supplemented from time to time, the
“2006
Securities Purchase Agreement”)
providing for the execution of the Related Agreements (as defined in the 2006
Securities Purchase Agreement);
WHEREAS,
the
Joining Party desires, or is required pursuant to the provisions of the 2006
Securities Purchase Agreement to become a pledgor under the share pledge
agreement dated December 31, 2005 among the Parent, Creative Vistas Acquisition
Corp, Cancable Holding, Cancable Canada, and the Purchaser (the “2005
Share Pledge Agreement”).
NOW,
THEREFORE,
in
consideration of the foregoing and other benefits accruing to the Joining Party,
the receipt and sufficiency of which are hereby acknowledged, the Joining Party
hereby makes the following representations and warranties to the Purchaser
and
hereby covenant and agree with the Purchaser as follows:
NOW,
THEREFORE,
the
Joining Party agrees as follows:
| 1. |
By
this Joinder, the Joining Party becomes a pledgor for all purposes
under
the
2005 Share Pledge Agreement.
|
| 2. |
The
Joining Party agrees that, upon its execution hereof, it will become
a
Pledgor under, and as defined in the 2005 Share Pledge Agreement,
and will
be bound by all terms, conditions and duties applicable to a Pledgor
under
the 2005 Share Pledge Agreement. Without limitation of the foregoing
and
in furtherance thereof, as Security for the due and punctual payment
of
the Indebtedness (as defined in the 2005 Share Pledge Agreement),
the
Joining Party hereby pledges, hypothecates, assigns, transfers, sets
over
and delivers to the Purchaser and grants to the Purchaser a security
interest in all Collateral (as defined in the 2005 Share Pledge
Agreement), if any, now owned or, to the extent provided in the 2005
Share
Pledge Agreement, hereafter acquired by
it.
|
| 3. |
In
connection with the grant by the Joining Party, pursuant to paragraph
2
above, of a security interest in all of its right, title and interest
in
the Collateral (as defined in the 2005 Share Pledge Agreement) in
favor of
the Purchaser, the Joining Party (i) agrees to deliver to the Purchaser,
together with the delivery of this Joinder, each of the items specified
in
Section 3 of the 2005 Share Pledge Agreement, (ii) agrees to execute
(if necessary) and deliver to the Purchaser such financing statements,
in
form acceptable to the Purchaser, as the Purchaser may request or
as are
necessary or desirable in the opinion of the Purchaser to establish
and
maintain a valid, enforceable, first priority perfected security
interest
in the Collateral (as defined in the 2005 Share Pledge Agreement)
owned by
the Joining Party.
|
| 4. |
Without
limiting the foregoing, the Joining Party hereby makes and undertakes,
as
the case may be, each covenant, representation and warranty made
by, and
as each Pledgor pursuant to the 2005 Share Pledge Agreement, in each
case
as of the date hereof (except to the extent any such representation
or
warranty relates solely to an earlier date in which case such
representation and warranty shall be true and correct as of such
earlier
date), and agrees to be bound by all covenants, agreements and obligations
a Pledgor pursuant to the 2005 Share Pledge Agreement, respectively,
and
all other Related Agreements to which it is or becomes a
party.
|
| 5. |
Schedule
A of the 2005 Share Pledge Agreement are hereby amended by supplementing
such Schedule with the information for the Joining Party contained
on
Schedule A attached hereto as Annex I.
|
| 6. |
The
share pledge agreement dated September 30, 2004 among the Joining
Party,
A.C. Technical Systems Ltd., Creative Vistas Acquisition Corp. (formerly
A.C. Technical Acquisition Corp.) and the Purchaser (the “2004
Share Pledge Agreement”)
remains in full force and effect and has not been terminated, discharged
or released.
|
| 7. |
The
2004 Share Pledge Agreement constitutes the legal, valid and binding
obligation of the Joining Party, enforceable against the Joining
Party in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization and other laws of general application limiting the
enforceability of creditors’
rights.
|
| 8. |
The
2004 Share Pledge Agreement and the 2005 Share Pledge Agreement continue
to constitute valid security for the obligations of the Joining Party
to
the Purchaser under and pursuant to the Amended and Restated Limited
Guarantee dated as of the date hereof granted by the Joining Party
in
favour of the Purchaser.
|
| 9. |
This
Joinder shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of
and be
enforceable by each of the parties hereto and its successors and
permitted
assigns, provided,
however,
the Joining Party may not assign any of its rights, obligations or
interest hereunder or under the 2006 Securities Purchase Agreement
or any
Related Agreement (as defined in the 2006 Securities Purchase Agreement)
without the prior written consent of the Purchaser or as otherwise
permitted by the 2006 Securities Purchase Agreement, or any Related
Agreements (as defined in the 2006 Securities Purchase Agreement).
THIS
JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY
THE LAW OF THE PROVINCE OF ONTARIO.
This Joinder may be executed in any number of counterparts, each
of which
shall be an original, but all of which shall constitute one instrument.
In
the event that any provision of this Joinder shall prove to be invalid
or
unenforceable, such provision shall be deemed to be severable from
the
other provisions of this Joinder which shall remain binding on all
parties
hereto.
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| 10. |
From
and after the execution and delivery hereof by the parties hereto,
this
Joinder shall constitute a “Related
Agreement”
for all purposes of the 2005 Securities Purchase Agreement and the
2006
Securities Purchase Agreement.
|
| 11. |
The
effective date of this Joinder is February 13,
2006.
|
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3 -
IN
WITNESS WHEREOF,
the
undersigned has caused this Joinder to be duly executed as of the date first
above written.
|
XXXXX
X. XXXXXXX
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By:
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/s/
XXXXX X. XXXXXXX
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Accepted
and Acknowledged by:
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LAURUS
MASTER FUND, LTD.
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By:
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/s/
XXXXXX GRIN
|
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Name:
Xxxxxx Grin
Title:
Director
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