SECURITY AGREEMENT
Exhibit
10.24
This
Security Agreement, dated as of January 4, 2008 (this “Security
Agreement”), among, Avistar Communications Corporation, a Delaware
corporation (the "Company"), the investors listed on
Schedule 1 hereto (collectively, the “Investors” and
each an “Investor”) and Collateral Agent (as defined in
Section 6 below).
RECITALS
A. Company
and the Investors have entered into a Convertible Note Purchase Agreement,
dated
as of the date hereof (the “Purchase Agreement”), pursuant to
which the Company has issued 4.5% Convertible Subordinated Secured Notes Due
2010, dated as of the date hereof (as amended, modified or otherwise
supplemented from time to time, each a “Note” and collectively,
the “Notes”) in favor of the Investors.
B. In
order to induce each Investor to purchase the Notes, Company has agreed to
enter
into this Security Agreement and to grant Collateral Agent, for the benefit
of
itself and the Investors, the security interest in the Collateral described
below.
AGREEMENT
NOW,
THEREFORE, in consideration of the above recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Company hereby agrees with Collateral Agent and the Investors
as
follows:
1. Security
Interest.
(a) Grant
of Security Interest. As security for the Obligations, Company
hereby grants to Collateral Agent, for the benefit of the Investors and itself
a
security interest in all of its right, title and interest in and to the property
described in Attachment 1 hereto, whether now owned or hereafter acquired
or arising and wherever located (collectively, the
“Collateral”).
(b) Exclusions. Notwithstanding
the foregoing or anything else contained herein to the contrary, “Collateral”
shall not include (i) any application for a trademark (including, without
limitation, intent-to-use trademark or service applications and any goodwill
associated therewith) that would otherwise be deemed invalidated, cancelled
or
abandoned due to the grant of a Lien thereon unless and until such time as
the
grant of such Lien will not affect the validity of such trademark; (ii) any
of
the outstanding capital stock of any subsidiary of Company that is a controlled
foreign corporation (as defined in the Internal Revenue Code of 1986, as
amended) in excess of 65% of the voting power of all classes of capital stock
of
such Controlled Foreign Corporation entitled to vote; (iii) any property subject
to Permitted Liens if the granting of a Lien hereunder in such property is
prohibited by or would constitute a default under any agreement or document
governing such property, provided that upon the termination or lapsing of any
such prohibition, such property shall automatically be part of the Collateral;
or (iv) any restricted money market accounts maintained by the Company with
Comerica Bank – California to the extent the same secures the Company’s
obligations with respect to the letter of credit in the amount of $145,200
issued by such bank to Xxxxxxxx Properties Partners L.P.
(c) Priority. Company
and the Collateral Agent each acknowledge and agree that Xxxxxxx Enterprises,
Inc.’s security interest in the Royalty Payments shall be senior in priority to
the security interest in favor of the Investors (other than Xxxxxxx Enterprises,
Inc.), as provided in the Intercreditor Agreement of even date herewith among
the Investors, as amended, modified or otherwise supplemented from time to
time.
2. General
Representations and Warranties. Company represents
and warrants to Collateral Agent and the Investors that:
(a) Company
is the owner of the Collateral (or, in the case of after-acquired Collateral,
at
the time Company acquires rights in the Collateral, will be the owner thereof)
and that no other Person has (or, in the case of after-acquired Collateral,
at
the time Company acquires rights therein, will have) any right, title, claim
or
interest (by way of Lien or otherwise) in, against or to the Collateral, other
than Permitted Liens;
(b) upon
the
filing of UCC-1 financing statements in the appropriate filing offices,
Collateral Agent has (or in the case of after-acquired Collateral, at the time
Company acquires rights therein, will have) a perfected security interest in
the
Collateral to the extent that a security interest in the Collateral can be
perfected by such filing, except for Permitted Liens;
(c) all
Inventory has been (or, in the case of hereafter produced Inventory, will be)
produced in compliance with applicable laws, including the Fair Labor Standards
Act; and
(d) all
accounts receivable and payment intangibles are genuine and enforceable against
the party obligated to pay the same.
3. Covenants
Relating to Collateral. Company hereby
agrees:
(a) to
perform all acts that may be necessary to maintain, preserve, protect and
perfect the Collateral, the Lien granted to Collateral Agent therein and the
perfection and priority of such Lien, except for Permitted Liens;
(b) not
to
use or permit any Collateral to be used (i) in violation in any material
respect of any applicable law, rule or regulation, or (ii) in violation of
any policy of insurance covering the Collateral;
(c) to
pay
promptly when due all taxes and other governmental charges, all Liens and all
other charges now or hereafter imposed upon or affecting any
Collateral;
(d) without
written notice to Collateral Agent, (i) not to change Company's name or its
chief executive office, (ii) not to change Company’s state of
incorporation;
(e) to
procure, execute and deliver from time to time any endorsements, assignments,
financing statements and other writings reasonably deemed necessary or
appropriate by Collateral Agent to perfect, maintain and protect its Lien
hereunder and the priority thereof; and
(f) not
to
sell or otherwise dispose of or transfer any Collateral or right or interest
therein, and to keep the Collateral free of all Liens except Permitted Liens;
providedthat Company may sell, lease, transfer, license or
otherwise dispose of any of the Collateral (excluding Royalty Payments) in
the
ordinary course of business, including, without limitation, (i) the sale of
inventory, (ii) dispositions of worn-out or obsolete equipment, (iii) licenses
and similar arrangements for the use of the property of Company, and (iv)
transfers of property and assets for fair value.
(g) that
notwithstanding anything in this Security Agreement, within twenty (20) days
of
the date hereof, Company shall have (i) notified Sony Corporation and Sony
Computer Entertainment, Inc., with acknowledgement thereof from each of them,
to
direct all Royalty Payments to a deposit account established for the sole
purpose of receiving such Royalty Payments and (ii) established such deposit
account and entered into an account control agreement, in form and substance
reasonably satisfactory to Company, the Collateral Agent and the Investors,
to
perfect the first priority security interest in such deposit account granted
herein.
4. Authorized
Action by Collateral Agent. Company hereby irrevocably
appoints Collateral Agent as its attorney-in-fact (which appointment is coupled
with an interest) and agrees that Collateral Agent may perform (but Collateral
Agent shall not be obligated to and shall incur no liability to Company or
any
third party for failure so to do) any act which Company is obligated by this
Security Agreement to perform, and to exercise such rights and powers as Company
might exercise with respect to the Collateral, including the right to
(a) collect by legal proceedings or otherwise and endorse, receive and
receipt for all dividends, interest, payments, proceeds and other sums and
property now or hereafter payable on or on account of the Collateral;
(b) enter into any extension, deposit, or other agreement pertaining to, or
deposit, surrender, accept, hold or apply other property in exchange for the
Collateral; (c) make any compromise or settlement, and take any action it
deems advisable, with respect to the Collateral; (d) insure, process and
preserve the Collateral; (e) pay any indebtedness of Company relating to
the Collateral; and (f) file UCC financing statements and execute other
documents, instruments and agreements required hereunder; provided,
however, that Collateral Agent shall not exercise any such powers
granted
pursuant to subsections (a) through (e) prior to the occurrence of an Event
of
Default and shall only exercise such powers during the continuance of an Event
of Default. Company agrees to reimburse Collateral Agent upon demand
for any reasonable costs and expenses, including attorneys' fees, Collateral
Agent may incur while acting as Company's attorney-in-fact hereunder, all of
which costs and expenses are included in the Obligations. It is
further agreed and understood between the parties hereto that such care as
Collateral Agent gives to the safekeeping of its own property of like kind
shall
constitute reasonable care of the Collateral when in Collateral Agent's
possession; provided, however, that Collateral Agent shall not be
required to make any presentment, demand or protest, or give any notice and
need
not take any action to preserve any rights against any prior party or any other
person in connection with the Obligations or with respect to the
Collateral.
5. Default
and Remedies.
(a) Default. Company
shall be deemed in default under this Security Agreement (i) if any
representation or warranty of the Company contained herein shall prove to be
untrue in any material respect, (ii) if the Company shall breach any covenant
or
obligation contained in Section 3(d), 3(f) or 3(g) of this Security Agreement,
(iii) if the Company shall breach any other covenant or obligations contained
in
this Security Agreement (other than any covenant or obligation specified in
Section 5(a)(ii) of this Security Agreement) and such breach shall continue
for
a period of 20 days after written notice of such breach from the holders of
more
than 50% in aggregate principal amount of the outstanding Notes, or (iv) upon
the occurrence and during the continuance of an Event of Default (as defined
in
the Notes).
(b) Remedies. Upon
the occurrence and during the continuance of any such Event of Default,
Collateral Agent, with the consent of the holders of more than 50% of the
principal amount of the outstanding Notes, shall have the rights of a secured
creditor under the UCC, all rights granted by this Security Agreement and by
law, including, without limitation, the right to: (a) require
Company to assemble the Collateral and make it available to Collateral Agent
and
the Investors at a place to be designated by Collateral Agent and the Investors;
and (b) prior to the disposition of the Collateral, store, process, repair
or recondition it or otherwise prepare it for disposition in any manner and
to
the extent Collateral Agent and the Investors deem
appropriate. Company hereby agrees that ten (10) days' notice of any
intended sale or disposition of any Collateral is reasonable. In
furtherance of Collateral Agent's rights hereunder, Company hereby grants to
Collateral Agent an irrevocable, non-exclusive license, exercisable without
royalty or other payment by Collateral Agent, and only in connection with the
exercise of remedies hereunder, to use, license or sublicense any patent,
trademark, trade name, copyright or other intellectual property in which Company
now or hereafter has any right, title or interest together with the right of
access to all media in which any of the foregoing may be recorded or
stored.
(c) Application
of Collateral Proceeds. The proceeds and/or avails of the
Collateral, or any part thereof, and the proceeds and the avails of any remedy
hereunder (as well as any other amounts of any kind held by Collateral Agent
at
the time of, or received by Collateral Agent after, the occurrence of an Event
of Default) shall be paid to and applied as follows:
(i) First,
to the payment of reasonable costs and expenses, including all amounts expended
to preserve the value of the Collateral, of foreclosure or suit, if any, and
of
such sale and the exercise of any other rights or remedies, and of all proper
fees, expenses, liability and advances, including reasonable legal expenses
and
attorneys’ fees, incurred or made hereunder by Collateral Agent;
(ii) Second,
to the payment to each Investor of the amount then owing or unpaid on such
Investor’s Note, and in case such proceeds shall be insufficient to pay in full
the whole amount so due, owing or unpaid upon such Note, then its Pro Rata
Share
of the amount remaining to be distributed (to be applied first to accrued
interest and second to outstanding principal);
(iii) Third,
to the payment of other amounts then payable to each Investor under any of
the
Transaction Documents, and in case such proceeds shall be insufficient to pay
in
full the whole amount so due, owing or unpaid under such Transaction Documents,
then its Pro Rata Share of the amount remaining to be distributed;
and
(iv) Fourth,
to the payment of the surplus, if any, to Company, its successors and assigns,
or to whomsoever may be lawfully entitled to receive the same.
For
purposes of this Security Agreement, the term “Pro Rata Share” shall mean, when
calculating a Investor’s portion of any distribution or amount, that
distribution or amount (expressed as a percentage) equal to a fraction (i)
the
numerator of which is the then outstanding principal amount of such Investor’s
Note and (ii) the denominator of which is the then aggregate outstanding
principal amount of all Notes issued under the Purchase Agreement. In
the event that a Investor receives payments or distributions in excess of its
Pro Rata Share, then such Investor shall hold in trust all such excess payments
or distributions for the benefit of the other Investors and shall pay such
amounts held in trust to such other Investors upon demand by such
Investors.
6. Collateral
Agent.
(a) Appointment. The
Investors hereby appoint Xxxxxxx Enterprises, Inc. as collateral agent for
the
Investors under this Security Agreement (in such capacity, the
“Collateral Agent”) to serve from the date hereof until the
termination of the Security Agreement.
(b) Powers
and Duties of Collateral Agent, Indemnity by Investors.
(i) Each
Investor hereby irrevocably authorizes the Collateral Agent to take such action
and to exercise such powers hereunder as provided herein or as requested in
writing by the Investors holding more than 50% in principal amount of the
outstanding Notes in accordance with the terms hereof, together with such powers
as are reasonably incidental thereto. Collateral Agent may execute
any of its duties hereunder by or through agents or employees and shall be
entitled to request and act in reliance upon the advise of counsel concerning
all matters pertaining to its duties hereunder and shall not be liable for
any
action taken or omitted to be taken by it in good faith in accordance
therewith.
(ii) Neither
the Collateral Agent nor any of its directors, officers or employees shall
be
liable or responsible to any Investor or to Company for any action taken or
omitted to be taken by Collateral Agent or any other such person hereunder
or
under any related agreement, instrument or document, except in the case of
gross
negligence or willful misconduct on the part of the Collateral Agent, nor shall
the Collateral Agent or any of its directors, officers or employees be liable
or
responsible for (i) the validity, effectiveness, sufficiency,
enforceability or enforcement of the Notes, this Security Agreement or any
instrument or document delivered hereunder or relating hereto; (ii) the
title of Company to any of the Collateral or the freedom of any of the
Collateral from any prior or other liens or security interests; (iii) the
determination, verification or enforcement of Company’s compliance with any of
the terms and conditions of this Security Agreement; (iv) the failure by
Company to deliver any instrument or document required to be
delivered pursuant to the terms hereof; or (v) the receipt, disbursement,
waiver, extension or other handling of payments or proceeds made or received
with respect to the collateral, the servicing of the Collateral or the
enforcement or the collection of any amounts owing with respect to the
Collateral.
(iii) In
the
case of this Security Agreement and the transactions contemplated hereby and
any
related document relating to any of the Collateral, each of the Investors agrees
to pay to the Collateral Agent, on demand, its Pro Rata Share of all fees and
all expenses incurred in connection with the operation and enforcement of this
Security Agreement, the Notes or any related agreement to the extent that such
fees or expenses have not been paid by Company. In the case of this
Security Agreement and each instrument and document relating to any
of the Collateral, each of the Investors and the Company hereby agrees to hold
the Collateral Agent harmless, and to indemnify the Collateral Agent from and
against any and all loss, damage, expense or liability which may be incurred
by
the Collateral Agent under this Security Agreement and the transactions
contemplated hereby and any related agreement or other instrument or document,
as the case may be, unless such liability shall be caused by the willful
misconduct or gross negligence of the Collateral Agent.
7. Definitions
and Interpretation. When used in this Security
Agreement, the following terms have the following respective
meanings:
"Collateral"
has the meaning given to that term in Section 1 hereof.
“Lien”
shall mean, with respect to any property, any security interest, mortgage,
pledge, lien, claim, charge or other encumbrance in, of, or on such
property.
"Obligations"
means all loans, advances, debts, liabilities and obligations, howsoever
arising, owed by Company to Collateral Agent and the Investors of every kind
and
description (whether or not evidenced by any note or instrument and whether
or
not for the payment of money), now existing or hereafter arising under or
pursuant to the terms of the Notes and the other Transaction Documents,
including, all interest, fees, charges, expenses, attorneys' fees and costs
and
accountants' fees and costs chargeable to and payable by Company hereunder
and
thereunder, in each case, whether direct or indirect, absolute or contingent,
due or to become due, and whether or not arising after the commencement of
a
proceeding under Title 11 of the United States Code (11 U.S.C. Section 101
et
seq.), as amended from time to time (including post-petition interest) and
whether or not allowed or allowable as a claim in any such
proceeding.
“Permitted
Liens” means (a) Liens for taxes not yet delinquent or Liens for taxes
being contested in good faith and by appropriate proceedings for which adequate
reserves have been established; (b) Liens in respect of property or assets
imposed by law which were incurred in the ordinary course of business, such
as
carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar
Liens arising in the ordinary course of business which are not delinquent or
remain payable without penalty or which are being contested in good faith and
by
appropriate proceedings; (c) Liens incurred or deposits made in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other types of social security, and other Liens to secure the
performance of tenders, statutory obligations, contract bids, government
contracts, performance and return of money bonds and other similar obligations,
incurred in the ordinary course of business, whether pursuant to statutory
requirements, common law or consensual arrangements; (d) Liens in favor of
the
Collateral Agent for the benefit of the Investors; (e) Liens upon any
equipment acquired or held by Company or any of its Subsidiaries to secure
the
purchase price of such equipment or indebtedness incurred solely for the purpose
of financing the acquisition of such equipment, so long as such Lien extends
only to the equipment financed, and any accessions, replacements, substitutions
and proceeds (including insurance proceeds) thereof or thereto; (f) Liens
arising from judgments, decrees or attachments in circumstances not constituting
an Event of Default; (g) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payments of customs duties in connection
with the importation of goods, (h) Liens which constitute rights of setoff
of a customary nature or banker’s liens, whether arising by law or by contract;
(i) Liens on insurance proceeds in favor of insurance companies granted
solely as security for financed premiums; (j) leases or subleases and licenses
or sublicenses granted in the ordinary course of Company’s business; (k) Liens
existing as of the date hereof; (l) Liens to secure Senior Indebtedness, (m)
other Liens on the Company’s property, including, its intellectual property,
securing borrowed money in a principal amount not to exceed $1,000,000, provided
that such Liens are junior to, or pari passu in priority to the Lien in favor of the Collateral
Agent for the benefit of the Investors, (n) Liens that are junior in priority
to
the Lien in favor of the Collateral Agent for the benefit of the Investors
to
secure indebtedness that is expressly subordinated to the Obligations hereunder,
(o) such other Liens as are consented to in writing by the Collateral Agent
and
(p) Liens with respect to any restricted money market accounts maintained by
the
Company with Comerica Bank – California or its successor to the extent the same
secures the Company’s obligations with respect to the letter of credit in the
amount of $145,200 issued by such bank to Xxxxxxxx Properties Partners
L.P.
“Royalty
Payments” means the Company’s right, title and interest in the
royalties or other funds or assets under that certain Patent License Agreement,
dated July 17, 2006, by and among, the Company, Sony Corporation and Sony
Computer Entertainment, Inc., as amended, modified, supplemented or extended
from time to time, or as any provision thereof may be waived, and any patent
license agreement executed by the parties or their respective affiliates in
substitution or replacement therefor, and the Company’s rights to enforce
payment or delivery of such royalties or other funds or assets.
“Senior
Indebtedness” shall have the meaning given to such term in the
Notes.
“Transaction
Documents” shall mean this Security Agreement, each of the Notes issued
under the Purchase Agreement, and the Purchase Agreement.
"UCC"
means the Uniform Commercial Code as in effect in the State of New York from
time to time.
All
capitalized terms not otherwise
defined herein shall have the respective meanings given in the Notes. Unless
otherwise defined herein, all terms defined in the UCC have the respective
meanings given to those terms in the UCC.
8. Miscellaneous.
(a) Notices. Except
as otherwise provided herein, all notices, requests, demands, consents,
instructions or other communications to or upon Company, Investors or Collateral
Agent under this Security Agreement shall be made in the manner provided in
the
Purchase Agreement.
(b) Termination
of Security Interest. Upon the payment in full of all
Obligations, the security interest granted herein shall terminate and all rights
to the Collateral shall revert to Company. Upon such termination
Collateral Agent hereby authorizes Company to file any UCC termination
statements necessary to effect such termination and Collateral Agent will
execute and deliver to Company any additional documents or instruments as
Company shall reasonably request to evidence such termination.
(c) Nonwaiver. No
failure or delay on Collateral Agent's part in exercising any right hereunder
shall operate as a waiver thereof or of any other right nor shall any single
or
partial exercise of any such right preclude any other further exercise thereof
or of any other right.
(d) Amendments
and Waivers. This Security Agreement may not be amended or
modified, nor may any of its terms be waived, except by written instruments
signed by Company and Collateral Agent (at the direction of, and with the
consent of, holders of more than 50% of the principal amount of the outstanding
Notes). Each waiver or consent under any provision hereof shall be
effective only in the specific instances for the purpose for which
given.
(e) Assignments. This
Security Agreement shall be binding upon and inure to the benefit of Collateral
Agent and Company and their respective successors and assigns; provided,
however, that Company may not sell, assign or delegate rights and
obligations hereunder without the prior written consent of Collateral
Agent.
(f) Cumulative
Rights, etc. The rights, powers and remedies of Collateral Agent
under this Security Agreement shall be in addition to all rights, powers and
remedies given to Collateral Agent by virtue of any applicable law, rule or
regulation of any governmental authority, any Transaction Document or any other
agreement, all of which rights, powers, and remedies shall be cumulative and
may
be exercised successively or concurrently without impairing Collateral Agent’s
rights hereunder. Company waives any right to require Collateral
Agent to proceed against any person or entity or to exhaust any Collateral
or to
pursue any remedy in Collateral Agent's power.
(g) Partial
Invalidity. If at any time any provision of this Security
Agreement is or becomes illegal, invalid or unenforceable in any respect under
the law or any jurisdiction, neither the legality, validity or enforceability
of
the remaining provisions of this Security Agreement nor the legality, validity
or enforceability of such provision under the law of any other jurisdiction
shall in any way be affected or impaired thereby.
(h) Construction. Each
of this Security Agreement and the other Transaction Documents is the result
of
negotiations among, and has been reviewed by, Company, Investors, Collateral
Agent and their respective counsel. Accordingly, this Security
Agreement and the other Transaction Documents shall be deemed to be the product
of all parties hereto, and no ambiguity shall be construed in favor of or
against Company, Investors or Collateral Agent.
(i) Entire
Agreement. This Security Agreement taken together with the other
Transaction Documents constitute and contain the entire agreement of Company,
Investors and Collateral Agent and supersede any and all prior agreements,
negotiations, correspondence, understandings and communications among the
parties, whether written or oral, respecting the subject matter
hereof.
(j) Other
Interpretive Provisions. References in this Security
Agreement and each of the other Transaction Documents to any document,
instrument or agreement (a) includes all exhibits, schedules and other
attachments thereto, (b) includes all documents, instruments or agreements
issued or executed in replacement thereof, and (c) means such document,
instrument or agreement, or replacement or predecessor thereto, as amended,
modified and supplemented from time to time and in effect at any given
time. The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Security Agreement or any other Transaction
Document refer to this Security Agreement or such other Transaction Document,
as
the case may be, as a whole and not to any particular provision of this Security
Agreement or such other Transaction Document, as the case may be. The
words "include" and "including" and words of similar import when used in this
Security Agreement or any other Transaction Document shall not be construed
to
be limiting or exclusive.
(k) Governing
Law. This Security Agreement shall be governed by and construed
in accordance with the laws of the State of New York without reference to
conflicts of law rules (except to the extent governed by the UCC).
(l) Counterparts.
This Security Agreement may be executed in any number of counterparts, each
of
which shall be an original, but all of which together shall be deemed to
constitute one instrument.
[The
remainder of this page is intentionally left blank]
IN
WITNESS WHEREOF, Company has caused this Security Agreement to be executed
as of
the day and year first above written.
AVISTAR
COMMUNICATIONS CORPORATION
By: /s/
Xxxxxx Xxxxx
Name:
Xxxxxx
Xxxxx
Title:
CFO
AGREED:
XXXXXXX
ENTERPRISES, INC.,
as
Collateral Agent
By: /s/
Xxxxxx X.
Orlando
Name:
Xxxxxx X.
Orlando
Title:
Vice
President
INVESTORS:
XXXXXXX
ENTERPRISES, INC.
By:
/s/ Xxxxxx X.
Orlando
Name:
Xxxxxx X.
Orlando
Title:
Vice
President
THE
XXXXXX X. XXXXXXX AND XXXXXXXX X.
XXXXXXX
REVOCABLE TRUST FOR THE BENEFIT
OF
XXXXXX X. AND XXXXXXXX X. XXXXXXX
By:
/s/ X.X.
Xxxxxxx
Name:
Xxxxxx X.
Xxxxxxx
Title:
Trustee
XXXXXXXXX
REVOCABLE TRUST
By:
/s/ R. Xxxxxxx
Xxxxxxxxx
Name:
R. Xxxxxxx
Xxxxxxxxx
Title:
Trustee
THE
XXXXXXXX FAMILY 2001 TRUST DATED 2/07/01
By:
/s/ Xxxxxxx X.
Xxxxxxxx
Name:
Xxxxxxx X.
Xxxxxxxx
Title:
Trustee
/s/
Xxxxx
Xxxx
XXXXX
XXXX
/s/
Xxxxx
Xxxxxxx
XXXXX
XXXXXXX
/s/
Xxxxxx
Xxxxx
XXXXXX
XXXXX
WS
INVESTMENT COMPANY, LLC (2007A)
By:
/s/ Xxxxx X.
Xxxxxxxxx
Name:
Xxxxx X.
Xxxxxxxxx
Title:
WS
INVESTMENT COMPANY, LLC (2007D)
By:
/s/ Xxxxx X.
Xxxxxxxxx
Name:
Xxxxx X.
Xxxxxxxxx
Title:
SCHEDULE
1
INVESTORS
|
Xxxxxxx
Enterprises, Inc.
000
Xxxx Xxxxxx Xxxxx
Xxx
Xxxx, XX 00000
|
|
The
Xxxxxx X. Xxxxxxx and Xxxxxxxx X. Xxxxxxx Revocable Trust for the
benefit
of Xxxxxx X. and Xxxxxxxx X. Xxxxxxx
0000
Xxxxx Xxxxx Xx
00xx
Xxxxx
Xxx
Xxxxx XX XX 00000
|
|
Xxxxxxxxx
Revocable Trust
0000
Xxxxx Xxxxx Xx
00xx
Xxxxx
Xxx
Xxxxx XX XX 00000
|
|
The
Xxxxxxxx Family 2001 Trust dated 2/07/01
0000
Xxxxx Xxxxx Xx
00xx
Xxxxx
Xxx
Xxxxx XX XX 00000
|
|
Xxxxx
Xxxx
0000
Xxxxx Xxxxx Xx
00xx
Xxxxx
Xxx
Xxxxx XX XX 00000
|
|
Xxxxx
Xxxxxxx
0000
Xxxxx Xxxxx Xx
00xx
Xxxxx
Xxx
Xxxxx XX XX 00000
|
|
Xxxxxx
Xxxxx
x/x
Xxxxxxx Xxxxxxxxxxxxxx Xxxx.
Xxxxxx
Xxxxx
0xx
Floor
00-00
Xxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
|
|
WS
Investment Company, LLC (2007A)
000
Xxxx Xxxx Xx.
Xxxx
Xxxx, XX 00000
|
|
WS
Investment Company, LLC (2007C)
000
Xxxx Xxxx Xx.
Xxxx
Xxxx, XX 00000
|
|
Xxxxxx
X. Xxxxx and Xxxxxxxx Xxxx Xxxxx,
TTEES
for the Latta Family Trust
U/D/T
dated 6/10/97
℅
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
000
Xxxx Xxxx Xxxx
Xxxx
Xxxx,
Xxxxxxxxxx 00000
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Avistar
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Security Agreement -
(Execution)_(PALIB2_4097523_8).DOC
ATTACHMENT
1
TO
SECURITY AGREEMENT
All
right, title, interest, claims and demands of Company in and to the following
property:
(i) All
Accounts, including, without limitation, the Royalty Payments;
(ii) All
Chattel Paper;
(iii) All
Commercial Tort Claims;
(iv) All
Deposit Accounts and cash;
(v) All
Documents;
(vi) All
Equipment;
(vii) All
General Intangibles;
(viii) All
Goods;
(ix) All
Instruments;
(x) All
Inventory;
(xi) All
Investment Property;
(xii) All
Letter-of-Credit Rights
(xiii) To
the
extent not otherwise included, all Proceeds and products of any and all of
the
foregoing, and all accessions to, substitutions and replacements for, and rents
and profits of each of the foregoing.
All
capitalized terms used in this
Attachment 1 and not otherwise defined herein or in the Security
Agreement, shall have the respective meanings given to such terms in the Uniform
Commercial Code of the State of New York as in effect from time to
time.
