EXHIBIT 10.9
SECURITY INTEREST AGREEMENT
SECURITY INTEREST AGREEMENT ("Security Interest Agreement"), dated as of
January 18, 2006, by and among the persons set forth on Schedule 1 (each a
"Secured Party" and collectively, the "Secured Parties"), AMBIENT CORPORATION, a
Delaware corporation with headquarters located at 00 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Company" or the "Debtor"), and XXXXXXX & XXXXXX, LLP,
as agent for the Secured Parties (the "Agent").
RECITALS
A. Reference is made to (i) that certain Bridge Loan Agreement of
even date herewith (the "Bridge Loan Agreement") to which the Debtor and each of
the Secured Party are parties, and (ii) the Transaction Agreements, including,
without limitation, the Notes. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the relevant Transaction Agreements.
B. Pursuant to the Notes, the Debtor has certain obligations to
each of the Secured Parties (all such obligations, the "Obligations").
C. In order to induce each of the Secured Parties to execute and
deliver the Transaction Agreements and to make the advances to the Debtor
contemplated thereby, and as contemplated by the Bridge Loan Agreement and the
Notes, the Debtor has agreed to grant to each of the Secured Parties a security
interest in the Collateral (as defined below) to secure the due and punctual
fulfillment of the Obligations. Each of the Secured Parties is willing to enter
into the Bridge Loan Agreement and the other Transaction Agreements only upon
receiving the Debtor's execution of this Security Interest Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and conditions contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. GRANT OF SECURITY INTEREST.
(a) In order to secure the due and punctual fulfillment of the
Obligations, the Debtor hereby grants, conveys, transfers and assigns to the
Secured Parties (and to each of them based on their respective Allocable Shares,
as defined below) a continuing security interest in the Collateral.
(b) For purposes of this Agreement, the following terms shall have
the meanings indicated:
"COLLATERAL" is all right, title and interest of Debtor in and to all of
the following, whether now owned or hereafter arising or acquired and
wherever located: All assets of the Debtor, including, but not limited
to: all personal and fixture property of every kind and nature,
including without limitation all goods (including inventory, equipment
and any accessions thereto), instruments (including promissory notes),
documents, accounts (including accounts receivable), chattel paper
(whether tangible or electronic), deposit accounts, letter-of-credit
rights (whether or not the letter of credit is evidenced by a writing),
commercial tort claims, securities and all other investment property,
supporting obligations, any other contract rights or rights to the
payment of money, insurance claims and proceeds, and all general
intangibles (including all payment intangibles); all Equipment; all
Intellectual Property; and any and all claims, rights and interests in
any of the above, and all guaranties and security for any of the above,
and all substitutions and replacements for, additions, accessions,
attachments, accessories, and improvements to, and proceeds (including
proceeds of any insurance policies, proceeds of proceeds and claims
against third parties) of, any and all of the above, and all Debtor's
books relating to any and all of the above and includes, without
limiting the generality of the above, the Equipment (and related IP)
listed in Exhibit B.
"CODE" is the Uniform Commercial Code, in effect in the State of
Delaware as in effect from time to time.
"COPYRIGHTS" are all copyrights, copyright rights, applications or
registrations and like protections in each work or authorship or
derivative work, whether published or not (whether or not it is a trade
secret) now or later existing, created, acquired or held.
"EQUIPMENT" has the meaning set forth in the Code and includes all
present and future machinery, equipment, tenant improvements, furniture,
fixtures, vehicles, tools, parts and attachments in which Debtor has any
interest.
"INTELLECTUAL PROPERTY" is all present and future (a) Copyrights, (b)
trade secret rights, including all rights to unpatented inventions and
know-how, and confidential information; (c) mask work or similar rights
available for the protection of semiconductor chips; (d) Patents; (e)
Trademarks; (f) computer software and computer software products; (g)
designs and design rights; (h) technology; (i) all claims for damages by
way of past, present and future infringement of any of the rights
included above; (j) all licenses or other rights to use any property or
rights of a type described above.
"PATENTS" are patents, patent applications and like protections,
including improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.
"TRADEMARKS" are trademarks, servicemarks, trade styles, and trade
names, whether or not any of the foregoing are registered, and all
applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Debtor connected
with and symbolized by any such trademarks.
(c) The security interests granted pursuant to this Section (the
"Security Interests") are granted as security only and shall not subject any of
the Secured Parties to, or transfer or in any way affect or modify, any
obligation or liability of the Debtor under any of the Collateral or any
transaction which gave rise thereto.
(d) The term "Allocable Share" means, with respect to each Secured
Party (if there is more than one Secured Party), as of the relevant date, the
fraction equal to (i) the outstanding principal of the Notes then held by such
Secured Party, divided by (ii) the aggregate outstanding principal of the Notes
then held by all Secured Parties.
SECTION 2. FILING; FURTHER ASSURANCES.
(a) The Debtor will, at its expense, cause to be searched the public
records with respect to the Collateral and will execute, deliver, file and
record (in such manner and form as each of the Secured Parties may require), or
permit each of the Secured Parties to file and record, as its attorney in fact,
any financing statement, any carbon, photographic or other reproduction of a
financing statement or this Security Agreement (which shall be sufficient as a
financing statement hereunder), any specific assignments or other paper that may
be reasonably necessary or desirable, or that the Secured Parties may request,
in order to create, preserve, perfect or validate any Security Interest or to
enable each of the Secured Parties to exercise and enforce its rights hereunder
with respect to any of the Collateral. The Debtor hereby appoints each Secured
Party as Debtor's attorney-in-fact to execute in the name and behalf of Debtor
such additional financing statements as such Secured Party may request.
(b) Each Secured Party has designated an Agent as provided in the
Section titled "Agent" below. Among other things, such Agent shall be agent of
each such Secured Party for execution of and identification on any financing
statement or similar instrument referring to or describing the Collateral.
(c) The Agent is authorized to execute and file any and all
financing statements desired to be filed by the relevant Secured Party to
reflect the security interest in the Collateral in any and all jurisdictions.
For such purposes, the Debtor irrevocably appoints the Agent (acting by Xxxxxx
X. Xxxxxxx and Xxxxxx Xxxxxxxx, or either one of them), with full power of
substitution to execute and file such financing statements naming the Debtor as
debtor thereon.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF DEBTOR. The Debtor hereby
represents and warrants to each Secured Party (a) that, except as set forth in
Exhibit A attached hereto, the Debtor is, or to the extent that certain of the
Collateral is to be acquired after the date hereof, will be, the owner of the
Collateral free from any adverse lien, security interest or encumbrance; (b)
that except for such financing statements as may be described on Exhibit A
attached hereto and made a part hereof, no financing statement covering the
Collateral is on file in any public office, other than the financing statements
filed pursuant to this Security Agreement; and (c) that all additional
information, representations and warranties contained in Exhibit B attached
hereto and made a part hereof are true, accurate and complete on the date
hereof.
SECTION 4. COVENANTS OF DEBTOR. The Debtor hereby covenants and agrees
with each Secured Party that the Debtor (a) will, at the Debtor's sole cost and
expense, defend the Collateral against all claims and demands of all persons at
any time claiming any interest therein junior to the Secured Party's interest;
(b) will provide the Secured Party with prompt written notice of (i) any change
in the chief executive officer of the Debtor or the office where the Debtor
maintains its books and records pertaining to the Collateral; (ii) the movement
or location of all or a material part of the Collateral to or at any address
other than as set forth in said Exhibit B; and (iii) any facts which constitute
a Debtor Event of Default (as such term is defined below), or which, with the
giving of notice and/or the passage of time, could or would constitute a Debtor
Event of Default, pursuant to the Section titled "Debtor Events of Default"
below; (c) will promptly pay any and all taxes, assessments and governmental
charges upon the Collateral prior to the date penalties are attached thereto,
except to the extent that such taxes, assessments and charges shall be contested
in good faith by the Debtor; (d) will immediately notify the Secured Party of
any event causing a substantial loss or diminution in the value of all or any
material part of the Collateral and the amount or an estimate of the amount of
such loss or diminution; (e) will have and maintain adequate insurance at all
times with respect to the Collateral, for such other risks as are customary in
the Debtor's industry for the respective items included in the Collateral, such
insurance to be payable to the Secured Party and the Debtor as their respective
interests may appear, and shall provide for a minimum of ten (10) days prior
written notice of cancellation to the Secured Party, and Debtor shall furnish
the Secured Party with certificates or other evidence satisfactory to the
Secured Party of compliance with the foregoing insurance provisions; (f) will
not sell or offer to sell or otherwise assign, transfer or dispose of the
Collateral or any interest therein, without the prior written consent of the
Secured Party, except in the ordinary course of business; (g) will keep the
Collateral free from any adverse lien, security interest or encumbrance (except
for encumbrances specified in Exhibit A attached hereto) and in good order and
repair, reasonable wear
and tear excepted, and will not waste or destroy the Collateral or any part
thereof; and (h) will not use the Collateral in material violation of any
statute or ordinance the violation of which could materially and adversely
affect the Debtor's business.
SECTION 5. RECORDS RELATING TO COLLATERAL. The Debtor will keep its
records concerning the Collateral at its offices designated in the caption of
this Security Interest Agreement or at such other place or places of business of
which the Secured Party shall have been notified in writing no less than ten
(10) days prior thereto. The Debtor will hold and preserve such records and
chattel paper and will permit representatives of the Secured Party at any time
during normal business hours upon reasonable notice to examine and inspect the
Collateral and to make abstracts from such records and chattel paper, and will
furnish to the Secured Party such information and reports regarding the
Collateral as the Secured Party may from time to time reasonably request.
SECTION 6. GENERAL AUTHORITY. From and during the term of any Debtor
Event of Default, the Debtor hereby appoints the Secured Party the Debtor's
lawful attorney, with full power of substitution, in the name of the Debtor, for
the sole use and benefit of the Secured Party, but at the Debtor's expense, to
exercise, all or any of the following powers with respect to all or any of the
Collateral:
(a) to demand, xxx for, collect, receive and give acquittance for
any and all monies due or to become due;
(b) to receive, take, endorse, assign and deliver all checks, notes,
drafts, documents and other negotiable and non- negotiable instruments and
chattel paper taken or received by the Secured Party;
(c) to settle, compromise, prosecute or defend any action or
proceeding with respect thereto;
(d) to sell, transfer, assign or otherwise deal in or with the same
or the proceeds thereof or the related goods securing the Collateral, as fully
and effectually as if the Secured Party were the sole and absolute owner
thereof;
(e) to extend the time of payment of any or all thereof and to make
any allowance and other adjustments with reference thereto; and
(f) to discharge any taxes, liens, security interests or other
encumbrances at any time placed thereon; provided that the Secured Party or the
Agent shall give the Debtor not less than ten (10) business days prior written
notice of the time and place of any sale or other intended disposition of any of
the Collateral.
The exercise by the Secured Party or the Agent of or failure to so
exercise any authority granted herein shall in no manner affect Debtor's
liability to the Secured Party, and provided, further, that the Secured Party
and the Agent shall be under no obligation or duty to exercise any of the powers
hereby conferred upon them and they shall be without liability for any act or
failure to act in connection with the collection of, or the preservation of, any
rights under any of the Collateral.
SECTION 7. DEBTOR EVENTS OF DEFAULT.
(a) The Debtor shall be in default under this Security Agreement
upon the occurrence of an Event of Default (as defined in the Note) by the
Debtor (a "Debtor Event of Default").
(b) The Debtor hereby irrevocably agrees that, upon the occurrence
of a Debtor Event of Default, the Debtor shall be deemed to have consented to an
immediate conveyance and transfer to the Secured Party of the copyrights and all
other rights the Debtor may have in the software included in the Collateral,
including, but not necessarily limited to, the software identified in Schedule B
attached hereto. In furtherance of the foregoing, and not in limitation thereof,
the Debtor will, upon the occurrence of a Debtor Event of Default, deliver to
the Secured Party copies of the source code of the relevant software, with
accompanying written
assignment of the software to the Secured Party. Without limiting the foregoing,
such source code and assignment shall be in form sufficient to enable the
Secured Party to register the software in Secured Party's name with the
Copyright Register. The Debtor hereby agrees to take all steps necessary or
appropriate, as requested by the Secured Party, to effectuate and reflect such
conveyance and transfer or assignment to Secured Party. In all events, such
conveyance, transfer or assignment shall be deemed to vest title in such
software in the Secured Party.
(c) In furtherance of the foregoing and not in limitation thereof,
the Debtor acknowledges and agrees that the Secured Party may, upon the
occurrence of a Debtor Event of Default, seek the immediate entry of a
preliminary injunction prohibiting the Debtor's use of such software in any
shape, way or manner, including, but not necessarily limited to, through the
sale of products that use any of such software, and the Debtor hereby
irrevocably agrees that it will not contest an application seeking entry of a
preliminary injunction and that it will accept the entry of such injunction.
SECTION 8. REMEDIES UPON DEBTOR EVENT OF DEFAULT. If any Debtor Event of
Default shall have occurred, then in addition to the provisions of Section 7
hereof, the Secured Party may exercise all the rights and remedies of a secured
party under the Code. The Secured Party may require the Debtor to assemble all
or any part of the Collateral and make it available to the Secured Party at a
place to be designated by the Secured Party which is reasonably convenient. The
Secured Party shall give the Debtor ten (10) business days prior written notice
of the Secured Party's intention to make any public or private sale or sale at a
broker's board or on a securities exchange of the Collateral. At any such sale
the Collateral may be sold in one lot as an entirety or in separate parcels, as
the Secured Party, in its sole discretion, may determine. The Secured Party
shall not be obligated to make any such sale pursuant to any such notice. The
Secured Party may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the
time and place fixed for the sale, and such sale may be made at any time or
place to which the same may be adjourned. The Secured Party, instead of
exercising the power of sale herein conferred upon it, may proceed by a suit or
suits at law or in equity to foreclose the Security Interests and sell the
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.
SECTION 9. APPLICATION OF COLLATERAL AND PROCEEDS. The proceeds of any
sale of, or other realization upon, all or any part of the Collateral shall be
applied in the following order of priorities: (a) first, to pay the reasonable
expenses of such sale or other realization, including, without limitation,
reasonable attorneys' fees, and all expenses, liabilities and advances
reasonably incurred or made by the Secured Party in connection therewith, and
any other unreimbursed expenses for which the Secured Party is to be reimbursed
pursuant to the Section titled "Expenses; Secured Party's Lien" below; (b)
second, to the payment of the Obligations in such order of priority as the
Secured Party, in its sole discretion, shall determine; and (c) finally, to pay
to the Debtor, or its successors or assigns, or as a court of competent
jurisdiction may direct, any surplus then remaining from such proceeds.
SECTION 10. EXPENSES; SECURED PARTY'S LIEN. If any Debtor Event of
Default shall have occurred, the Debtor will forthwith upon demand pay to the
Secured Party: (a) the amount which the Secured Party may have been required to
pay to free any of the Collateral from any lien thereon; and (b) the amount of
any and all reasonable out-of-pocket expenses, including, without limitation,
the reasonable fees and disbursements of its counsel, and of any agents not
regularly in its employ, which the Secured Party may incur in connection with
the collection, sale or other disposition of any of the Collateral.
SECTION 11. TERMINATION OF SECURITY INTERESTS; RELEASE OF COLLATERAL.
Upon the payment, performance or other satisfaction in full of all the
Obligations, the Security Interests shall terminate and all rights to the
Collateral shall revert to the Debtor. Upon any such termination of the Security
Interests or release of Collateral, the Secured Party will, at the Debtor's
expense, to the extent permitted by law, execute and deliver to the Debtor such
documents as the Debtor shall reasonably request to evidence the termination of
the Security Interests or the release of such Collateral, as the case may be.
SECTION 12. NOTICES. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (a) personally
served, (b) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (c) delivered by reputable air courier service with
charges prepaid, or (d) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice given in accordance herewith. Any
notice or other communication required or permitted to be given hereunder shall
be deemed effective (i) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (ii) on the second
business day following the date of mailing by express courier service or on the
fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be for (i) the
Debtor as provided in the Bridge Loan Agreement for notices to the Company, (ii)
for each Secured Party as provided in the Bridge Loan Agreement for notices to
the Buyer and (iii) for the Agent as provided in the Bridge Loan Agreement for
notices to the Escrow Agent. Any party hereto may from time to time change its
address or facsimile number for notices under this Section in the manner
contemplated by the Bridge Loan Agreement.
SECTION 13. AGENT.
(a) Anything in the other provisions of this Security Interest
Agreement to the contrary notwithstanding, the Secured Party may designate
another entity to act as agent (the "Agent") for the Secured Party with respect
to any one or more of the rights of Secured Party hereunder, including, but not
necessarily limited to, the right to hold the security interest and/or be named
as secured party (as agent for the Secured Party) in any filed financing
statement and to take action in the name and stead of the Secured Party
hereunder. Such designation may be made with or without power of substitution,
Such designation shall remain in effect until canceled by the Secured Party, as
provided herein; provided, however, that such cancellation shall not affect the
validity of any action theretofore taken by such agent pursuant to this Security
Interest Agreement. The Debtor acknowledges and agrees to honor such designation
and acknowledges that the Agent is acting as the agent of the Secured Party and
not as a principal.
(b) Each Secured Party hereby confirms that the Secured Party has
designated Xxxxxxx & Xxxxxx, LLP (acting by Xxxxxx X. Xxxxxxx and Xxxxxx
Xxxxxxxx, or either one of them), as its initial Agent, with full right of
substitution.
(c) If there is more than one Secured Party, the Agent shall act as
agent for all Secured Parties. Any revocation of the authority of the Agent or
the designation of an alternate Agent shall be done only by Secured Parties who
represent a Majority in Interest of the Holders (as defined below) at that time;
provided that at all times all Secured Parties shall be represented by one and
the same Agent. The term "Majority in Interest of the Holders" means, as of the
relevant date, one or more Secured Parties whose respective outstanding
principal amounts of the Notes held by each of them, as of such date, aggregate
more than fifty percent (50%) of the aggregate outstanding principal amounts of
the outstanding Notes held by all Secured Parties on that date.
(d) Reference is made to the provisions of Sections 2 through 15,
inclusive, of the Joint Escrow Instructions. All such provisions are
incorporated herein by reference, as if set forth herein in full, except that,
for such purposes, the references therein to (i) the "Escrow Agent" shall be
deemed to be references to the "Agent" under this Security Interest Agreement,
(ii) the "Company" shall be deemed to be references to the Debtor under this
Security Interest Agreement, and (iii) the "Buyer" shall be deemed to be
references to the relevant Secured Party under this Security Interest Agreement.
SECTION 14. MISCELLANEOUS.
(a) No failure on the part of the Secured Party to exercise, and no
delay in exercising, and no course of dealing with respect to, any right, power
or remedy under this Security Interest Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise by the Secured Party of any
right, power or remedy under this Security Interest Agreement preclude the
exercise, in whole or in part, of any other right, power or remedy. The remedies
in this Security Interest Agreement are cumulative and are not exclusive of any
other remedies provided by law. Neither this Security Interest Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally but
only by a statement in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.
(b) The execution and delivery by Debtor of this Security Interest
Agreement and all documents delivered in connection herewith have been duly and
validly authorized by all necessary corporate action of Debtor and this
Agreement and all documents delivered in connection herewith have been duly and
validly executed and delivered by Debtor. The execution and delivery by Debtor
of this Security Interest Agreement and all documents delivered in connection
herewith will not result in a breach or default of or under the Certificate of
Incorporation, By-laws or any agreement, contract or indenture of Debtor. This
Security Interest Agreement and all documents delivered in connection therewith
are legal, valid and binding obligations of Debtor enforceable against Debtor in
accordance with their terms.
(c) In the event that any action is taken by Debtor or Secured Party
in connection with the this Security Interest Agreement, or any related document
or matter, the losing party in such legal action, in addition to such other
damages as he or it may be required to pay, shall pay reasonable attorneys' fees
to the prevailing party.
SECTION 15. SEPARABILITY. If any provision hereof shall prove invalid or
unenforceable in any jurisdiction whose laws shall be deemed applicable, the
other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Secured Party.
SECTION 16. GOVERNING LAW.
(a) This Security Interest Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware for contracts to
be wholly performed in such state and without giving effect to the principles
thereof regarding the conflict of laws. Each of the parties consents to the
exclusive jurisdiction of the federal courts whose districts encompass any part
of the City of Wilmington or (except with respect to issues relating to the
copyright in and to the software, as contemplated by Section 7 hereof, which
shall exclusively be in the aforesaid federal courts) or of the state courts of
the State of Delaware sitting in the City of Wilmington in connection with any
dispute arising under this Security Interest Agreement and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
FORUM NON COVENIENS, to the bringing of any such proceeding in such
jurisdictions or to any claim that such venue of the suit, action or proceeding
is improper. To the extent determined by such court, the Debtor shall reimburse
the Secured Party for any reasonable legal fees and disbursements incurred by
the Secured Party in enforcement of or protection of any of its rights under
this Security Interest Agreement. Nothing in this Section shall affect or limit
any right to serve process in any other manner permitted by law.
(b) The Debtor and the Secured Party acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Security Interest Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Security Interest Agreement and to enforce specifically
the terms and provisions hereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity.
SECTION 16. JURY TRIAL WAIVER. The Debtor and the Secured Party hereby
waive a trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other in respect of any matter arising
out of or in connection with the Note or this Security Interest Agreement.
SECTION 17. ASSIGNMENT. Only in connection with the transfer of all of
the rights under the Transaction Agreements in accordance with their terms, a
Secured Party may assign or transfer the whole of its security interest granted
hereunder. Any transferee of the Collateral shall be vested with all of the
rights and powers of the assigning Secured Party hereunder with respect to the
Collateral.
SECTION 18.WAIVER. The Debtor waives any right that it may have to require
Secured Party to proceed against any other person, or proceed against or exhaust
any other security, or pursue any other remedy Secured Party may have.
IN WITNESS WHEREOF, the Parties have executed this Security Interest Agreement
as of the day, month and year first above written.
SECURED PARTY:
SECURED PARTIES (named in Schedule 1):
By: Xxxxxxx & Xxxxxx LLP, as their agent
By:/S/ _____________
DEBTOR:
AMBIENT CORPORATION
By: Xxxx X. Xxxxx
President
AGENT:
XXXXXXX & XXXXXX, LLP
By:/s/ Xxx Xxxxxxx
SCHEDULE 1
The Secured Parties are:
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Name Address
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Double U Master Fund LP Harbour House, Waterfront Drive
Road Town, Tortola, BVI
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