SECURITY AGREEMENT
Exhibit 10.27
THIS SECURITY AGREEMENT, effective as of February 11, 2003 (as amended or otherwise modified from time to time, the “Agreement”), is made by Cislunar Networks Corp., a Delaware corporation (the “Debtor”), in favor of Varitek Industries, Inc., a Texas corporation (the “Secured Party”).
(a) The terms “accounts,” “chattel paper,” “documents,” “equipment,” “fixtures,” “general intangibles,” “goods,” “instruments,” “inventory,” “proceeds,” “supporting obligations,” and any other terms used herein and defined in the Uniform Commercial Code as adopted and in effect in the State of Texas (the “UCC”) and not otherwise defined herein shall have the respective meanings assigned to those terms in the UCC.
(b) “Related Rights” shall mean all chattel paper and/or instruments relating to the accounts, equipment, inventory, goods, fixtures, supporting obligations and general intangibles included in the definition of Collateral set forth below, and all rights now or hereafter existing in and to all security agreements, leases, licenses and other contracts, agreements and commitments securing or otherwise relating to such accounts, equipment, inventory, goods, fixtures, supporting obligations, general intangibles or any such chattel papers and/or instruments, or the use of any of the foregoing.
(c) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to those terms in the Loan Agreement.
2. Grant of First Priority Liens, Security Interests, Rights of Set-Off and License.
(a) As collateral security for the prompt satisfaction of the Obligations, the Debtor hereby pledges, assigns, conveys, transfers and grants to the Secured Party first priority liens and mortgages upon, continuing security interests in, and rights of set-off against, all of the Debtor’s
property, rights and other assets described below, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Collateral”):
(i) all of the Debtor’s accounts, equipment, inventory, goods, fixtures, supporting obligations and general intangibles (including without limitation all things in action, payment intangibles, software, inventions and discoveries (whether patentable or not), industrial property, designs, works of authorship, maskworks, trademarks, service marks, trade dress, trade names, trade secrets, databases, customer and vendor lists, proprietary or confidential data or information, contracts, licenses, and the goodwill of the Debtor’s businesses, and the proceeds thereof and the income thereon), and all Related Rights; and
(ii) all income, products, proceeds, cash equivalents, additions and attachments to, and accessions, reissues, re-examinations, divisions, continuations, continuations-in-part, renewals, extensions, and improvements of, any and all property described in Subsection (i) of this Section 2(a); and
(iii) without limiting subsections (i) or (ii) above, all of the property, rights and other assets more fully described on Appendix A attached hereto and incorporated herein by this reference and all Related Rights.
(b) The Debtor shall cooperate with the Secured Party in taking all reasonable actions necessary to perfect and maintain the Secured Party’s first priority liens upon, continuing security interests in, and rights of set-off against, the Collateral.
(c) Debtor hereby grants to Secured Party a nonexclusive, royalty-free, worldwide right and license in, under and to each and every item of Patent Collateral and Intellectual Property Collateral, for so long as any Obligations remain outstanding, to make, use, sell, offer for sale, import, export and otherwise fully exploit such Patent Collateral and Intellectual Property Collateral, which right and license may be freely transferred, assigned or sublicensed by Secured Party subject to the terms and conditions of this Agreement and the Loan Agreement.
3. Representations and Warranties. To induce the Secured Party to enter into this Agreement, the Debtor represents and warrants to the Secured Party as follows:
(a) After the Debtor applies the proceeds of the Loan in accordance with Section 2.6 of the Loan Agreement, the Debtor will at all times hold legal title to or own the Collateral free and clear of any lien, security interest, right of set-off or other charge or encumbrance except for the liens, security interests and rights of set-off created by this Agreement or other encumbrances permitted pursuant to the provisions of the Loan Agreement. This Agreement creates valid liens, security interests and rights of set-off in favor of the Secured Party in the Collateral as security for all of the Obligations.
(b) The Debtor’s principal place of business and chief executive office are located at 0000 Xxxxxxx Xxxx Xxxx, Xxxxxx, Xxxxxxxx 00000.
2
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require additional filings of financing statements or other notices for the purpose of continuing perfection of the Secured Party’s liens upon, security interests in, and rights of set-off against, the Collateral.
4
the Secured Party. The Secured Party may require the Debtor to assemble the Collateral and make it available to the Secured Party at a place designated by the Secured Party which is reasonably convenient to the Secured Party and the Debtor. After an Event of Default, the Secured Party shall have the right to take possession of any or all of the Collateral and to take possession of all books, records, documents, information, agreements, and other property of the Debtor or in the Debtor’s possession or control relating to the Collateral, and for such purpose may enter upon any premises upon which any of the Collateral or any of such books, records, information, agreements or other property are situated and remove the same therefrom without any liability for trespass or damages occasioned thereby.
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thereon, and shall pay the same immediately to the Secured Party at the Secured Party’s offices. If the Secured Party sells any of the Collateral upon credit, the Debtor will be credited only with payments actually made by the purchaser, received by the Secured Party, and applied to the indebtedness of the purchaser; in the event the purchaser fails to pay for the Collateral purchased, the Secured Party may resell the Collateral and the Debtor shall be credited with the proceeds of the sale.
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(l) Patent Collateral and Intellectual Property Collateral.
(i) If any Event of Default shall have occurred and be continuing, the Debtor hereby irrevocably authorizes and empowers the Secured Party, but only after the occurrence and during the continuation of an Event of Default, to make, constitute and appoint any officer or agent of the Secured Party as the Secured Party may select, in its exclusive discretion, as the Debtor’s true and lawful attorney-in-fact, with the absolute power to endorse the Debtor’s name on all applications, documents, papers and instruments necessary for the Secured Party to use, maintain and preserve the Patent Collateral or Intellectual Property Collateral, or to grant or issue an exclusive or nonexclusive license under the Patent Collateral or Intellectual Property Collateral to anyone else, or necessary for the Secured Party to assign, pledge, convey or otherwise transfer title in, or dispose of, the Patent Collateral or Intellectual Property Collateral to anyone else. The Debtor hereby ratifies and confirms all that such attorney shall lawfully do or cause to be done by virtue hereof.
(ii) In an Event of Default shall occur and be continuing, the Secured Party may by written notice to the Debtor take any or all of the following actions: (A) declare the entire right, title and interest of Debtor in each item of the Patent Collateral and Intellectual Property Collateral vested in Secured Party for its benefit under this Agreement and the Loan Agreement, in which event such right, title and interest shall immediately vest in the Secured Party, and the Secured Party shall be entitled to exercise any and all powers of attorney available to it under this Agreement or the Loan Agreement to execute, cause to be acknowledged and notarized and to record such absolute assignment with any applicable agency or forum; (B) take and use, practice, license, or sell any and all items of the Patent Collateral and Intellectual Property Collateral; and (C) direct Debtor to refrain, and Debtor if so instructed shall refrain, from using or practicing any and all items of the Patent Collateral and Intellectual Property Collateral directly or indirectly, or otherwise exercising or exploiting any right, power,
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privilege, or immunity under any and all items of the Patent Collateral and Intellectual Property Collateral.
(a) Further Assurances; Attorney-in-Fact.
(i) The Debtor agrees that, from time to time, it will join with the Secured Party to execute and file and refile under the Uniform Commercial Code and other applicable laws and regulations such financing statements, continuation statements and other documents and instruments in such offices as the Secured Party may deem necessary or appropriate, and wherever required or permitted by law, in order to perfect and preserve the Secured Party’s security interest in the Collateral, and agrees to do such further acts and things (including without limitation making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any accounts in such state), to provide such additional information and to execute and deliver to the Secured Party such additional conveyances, assignments, agreements and instruments as the Secured Party may reasonably require or deem advisable to perfect, establish, confirm and maintain the security interests, liens and rights of set-off provided for herein, to carry out the purposes of this Agreement, to further assure and confirm unto the Secured Party its rights, powers and remedies hereunder and to keep the Secured Party informed of the status and affairs of the Debtor.
(ii) The Debtor hereby irrevocably appoints the Secured Party its lawful attorney-in-fact, with full authority in the place and stead of the Debtor and in the name of the Debtor, the Secured Party or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Secured Party’s sole and absolute discretion after the occurrence and during the continuance of an Event of Default (except for the actions described in clause (A)(1) below which may be taken by the Secured Party without regard to whether an Event of Default has occurred) to take any action and to execute any instruments that the Secured Party may deem necessary or advisable to accomplish the purpose of this Agreement, including, without limitation:
(A) (1) to sign the name of the Debtor on any financing statement, continuation statement, notice or other similar document that, in the Secured Party’s opinion, should be made or filed in order to perfect or continue perfected the security interests, liens and rights of set-off granted under this Agreement and (2) to sign the name of the Debtor on any title or ownership applications for filing with applicable state agencies to enable any motor vehicles now or hereafter owned by the Debtor to be retitled and the Secured Party listed as lienholder thereon;
(B) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
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(C) to receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to the Debtor representing any interest, income, dividend, distribution or other amount payable in respect of any of the Collateral and to give full discharge for the same;
(D) to obtain, maintain and adjust any property or casualty insurance with respect to all tangible Collateral insuring against risks of fire, theft and other risks as are customarily carried by businesses of the size and character of the Debtor, and direct the payment of proceeds thereof to the Secured Party;
(E) to pay or discharge taxes, liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Secured Party in its sole and absolute discretion, any such payments made by the Secured Party to become Obligations of the Debtor to the Secured Party, due and payable immediately upon demand;
(F) to file any claims or take any action or institute any proceedings that the Secured Party may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral; and
(G) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though the Secured Party were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Secured Party’s option, all other acts and things deemed necessary or appropriate by the Secured Party, in its sole and absolute discretion, to protect, preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement.
(iii) If the Debtor fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Secured Party, the Secured Party may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary or appropriate for the maintenance and preservation of the Collateral or its security interest, lien and right of set-off therein.
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any provision of this Agreement and no consent to any departure therefrom by the Debtor shall be effective unless it is in writing and signed by the Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
(i) If to the Debtor:
Cislunar Networks Corp.
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(ii) If to the Secured Party:
Varitek Industries, Inc.
00000 Xxxx Xxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxx, Chief Financial Officer
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxx & Xxxxx L.L.P.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(g) Governing Law. THIS AGREEMENT SHALL BE SUBJECT TO AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAWS PRINCIPLES EXCEPT TO THE EXTENT THAT MATTERS OF PERFECTION AND VALIDITY OF THE LIENS, SECURITY INTERESTS AND RIGHTS OF SET-OFF
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HEREUNDER OR REMEDIES HEREUNDER, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.
(Signature Page Follows)
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DEBTOR: | ||
Cislunar Networks Corp | ||
By: |
/s/ XXXX X. XXXXXXXX | |
Name: |
Xxxx X. Xxxxxxxx | |
Title: |
President |
SECURED PARTY:: | ||
Varitek Industries, Inc. | ||
By: |
/s/ XXXX XXXXXXX | |
Name: |
Xxxx Xxxxxxx | |
Title: |
COO |
STATE OF MISSOURI §
COUNTY OF JASPER §
I, the undersigned Notary Public, do hereby attest that before me on this day personally appeared Xxxx X. Xxxxxxxx, known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation.
GIVEN UNDER MY HAND and seal of office this 7th day of February, 2003.
/s/ XXXX X. XXXXXX |
Notary Public in and for the State of Missouri My Commission Expires: Aug. 30, 2005 |
STATE OF §
COUNTY OF §
I, the undersigned Notary Public, do hereby attest that before me on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, who acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation.
GIVEN UNDER MY HAND and seal of office this day of February, 2003.
/s/ Xxxxxxx Xxxxxx |
Notary Public in and for the State of My Commission Expires: |
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APPENDIX A
COLLATERAL
DESCRIPTION |
QUANTITY |
SERIAL NUMBERS | ||
CABINET, DIGITAL, 115VAC TIME DIVISION MULTIPLE ACCESS BASIC HUB #000-0000-000 |
1 |
1792 | ||
CABINET, INTERMEDIATE FREQUENCY, 115VAC TIME DIVISION MULTIPLE ACCESS BASIC HUB #000-0000-000 |
1 |
1781 | ||
CABINET, SECOND EXTENSION DIGITAL, 115VAC TIME DIVISION MULTIPLE ACCESS BASIC HUB #000-0000-000 |
1 |
1797 | ||
TERMINAL, XXXX-000 XXXXX XXXX 00000-00 #000-0000-000 |
1 |
0VJ18600138 | ||
KEYBOARD, AMERICAN NATIONAL STANDARDS INSTITUTE WYSE 901879-01 #000-0000-000 |
0 |
00000000 | ||
ASSEMBLY, SUBNETWORK CONTROL XXXX 0 LINK CONTROL PROCESSOR 128/256/514 WITH ETHERNET WITH NEW TIME DIVISION MULTIPLE ACCESS PROGRAM #000-0000-000 |
2 |
0255
0254 | ||
MISCELLANEOUS SOFTWARE X.NMS SOFTWARE #325-1002 |
1 |
No S/N |
A-1
DESCRIPTION |
QUANTITY |
SERIAL NUMBERS | ||
MISCELLANEOUS SOFTWARE X.XXXX NET PROTOCOL #325-1002 |
1 |
No S/N | ||
MISCELLANEOUS SOFTWARE TERMINAL CONTROL PROTOCOL / INTERNET PROTOCOL #325-1002 |
1 |
No S/N | ||
MANUAL, SUBNETWORK CONTROL UNIT #101-370 MAN.XNMS #101-510 |
1 |
No S/N | ||
MANUAL, NETWORK CONTROL UNIT SYSTEM & SOFTWARE #101-200 |
1 |
No S/N | ||
ASSEMBLY, BURST DEMODULATOR 70 MEGA-HERTZ, DIFFERENTIAL XXXXXXXXXX XXXXX XXXXX XXXXXX XX000 BUILD TO DRAWING #000-0000-000 |
2 |
1679842
1669842 | ||
ASSEMBLY, 1:8 SWITCH, BURST DEMODULATOR BUILD TO DRAWING #000-0000-00 |
1 |
5521 | ||
ASSEMBLY, BURST DEMODULATOR 70 MEGA-HERTZ, DIFFERENTIAL XXXXXXXXXX XXXXX XXXXX XXXXXX XX000 BUILD TO DRAWING #000-0000-000 |
1 |
179 | ||
COMPUTER, SUN ULTRA 10 WORKSTATION PURCHASE TO DRAWING #000-0000-000 |
1 |
PR93007792 | ||
SUN 21 INCH COLOR MONITOR |
1 |
3651383-01 |
A-2
DESCRIPTION |
QUANTITY |
SERIAL NUMBERS | ||
XXXX XXXXX, 0-0 XX SOLARIS STORAGE UNI-PAK SUN SG-XTAPSLR-010A #000-0000-000 |
1 |
939C1443 | ||
CABLE, TAPE DRIVE, SMALL COMPUTER SYSTEMS INTERFACE 68 TO 68, SUN X3858A PURCHASE TO DRAWING #000-0000-000 |
1 |
8425-9935 | ||
TAPE, MAGNETIC 150MB SUN SO-QD6 #000-0000-000 |
1 |
No S/N | ||
CABLE ASSEMBLY, XXXXXXXX, XX00, 25FT CROSS-PINNED, BLACK BOX EYN737M-0025 #000-0000-000 |
1 |
No S/N | ||
ASSEMBLY, NETWORK CONTROL UNIT WITH NON-VOLATILE RANDOM ACCESS MEMORY 256KB WITH INTERNATIONAL STANDARDS ORGANIZATION PRINTED CIRCUIT ASSEMBLY BUILDING TO DRAWING #000-0000-000 |
1 |
152 | ||
ASSEMBLY, SPACEWEB INDOOR UNIT BUILD TO DRAWING #000-0000-000 |
2 |
98520010
98520008 | ||
CABLE ASSEMBLY, SYMBOL/TIME DIVISION MULTIPLEX INTERFACE BUILD TO DRAWING #000-0000-00 |
2 |
No S/N | ||
POWER SUPPLY MONITOR MODEL 26 |
1 |
0116 | ||
WTI INCS-64 INTELLIGENT CONNECTIVITY SYSTEM |
1 |
67221 |
A-3
DESCRIPTION |
QUANTITY |
SERIAL NUMBERS | ||
RADYNE COMSTREAM DIGITAL VIDEO BROADCAST MODULATOR DVB3030 |
1 |
00106506070A | ||
LOGIC INNOVATIONS INTERNET PROTOCOL ENCAPSULATOR #IPE-2000 |
1 |
298002500017 | ||
ACT WIRELESS QUAD DEMODULATOR #QD2048 |
4 |
U051082 U051377 U051326 U051491 | ||
MCL KU BAND TRAVELING WAVE TUBE AMPLIFIER, 150 WATT, 2 UNITS |
1 |
1015 | ||
1016 | ||||
[NOTE: ONE UNIT NOT IN WORKING ORDER] |
||||
MITEQ KU BAND UP/DOWN CONVERTER |
1 |
156312 | ||
10 MEGA-HERTZ MASTER OSCILLATOR |
1 |
124 | ||
CODAN 5900 KU BAND TRANSCEIVER [NOTE: NOT IN WORKING ORDER] |
1 |
A0242 | ||
CODAN 5581 POWER SUPPLY |
1 |
A1923 | ||
CODAN SOLID STATE POWER AMPLIFIER, KU BAND 16 WATT |
1 |
A0150 | ||
SATELLITE SYSTEMS MODEL 5420 70 MEGA-HERTZ INTERMEDIATE FREQUENCY TO L-BAND UPCONVERTER |
1 |
13898 | ||
SATELLITE SYSTEMS ATX-1000 ANTENNA POSITIONING SYSTEM |
1 |
13952 |
A-4
DESCRIPTION |
QUANTITY |
SERIAL NUMBERS | ||
HARMONIC TRX-100 INTERNET PROTOCOL ENCAPSULATOR [NOTE: ONE OF TWO NOT IN WORKING ORDER] |
2 |
751898
2775 | ||
PARADISE P300 SATELLITE MODEM |
1 |
2115 | ||
SM2020 DIGITAL VIDEO BROADCAST MODULATOR CALIFORNIA EF DATA |
1 |
991290181 | ||
SYSTRON XXXXXX 762 SPECTRUM ANALYZER |
1 |
3360375 | ||
GILAT SKYDATA MODEL 2470 VSAT TERMINAL |
0 |
0000-0000 | ||
GILAT SKYDATA MODEM 0000-X-0 XXXXXXX UNIT |
0 |
0000-0000 | ||
MOONBEAMER CHASSIS |
241 |
No S/N | ||
DAMA MODULATOR CARD |
8 |
B300414 B300406 B300416 B300418 B300412 B300121 B300394 B300395 B300422 | ||
0 XXXX XXXXX XXXXXXXXXXX/XXXXXXXXXXX |
2 |
13311-0401 A3353A | ||
LOW NOISE BLOCK DOWNCONVERTER |
15 |
91235979 91235873 91235870 8Z232272 91235875 03288166 91235869 91235866 91235886 91235959 91235879 91235880 91235978 91235977 91235980 |
A-5
QUANTITY |
||||
MOONBEAMER TRANSMIT POWER SUPPLY |
7 |
CA16011180 CA16011174 CA16011178 CA04093013 CA04093621 CA04093615 | ||
1.2 METER ANTENNA |
5 |
No S/N | ||
CENTRAL PROCESSOR UNIT POWER SUPPLY |
3 |
X0000000X0X000000 T10907988M1A942536 X0000000X0X000000 | ||
BACKPLANE |
3 |
01023323 01023322 01023324 | ||
MOONBEAMER CENTRAL PROCESSOR UNIT CARD |
1 |
1C30144 | ||
VERTEX RSI 9 METER ANTENNA WITH 4 PORT C BAND FEED |
1 |
F251-107 | ||
VERTEX RSI 6.1 METER ANTENNA WITH 2 PORT KU BAND FEED |
1 |
G338-119 | ||
PRINTER, NETWORK READY, FOR 110 V POWER HP LASER JET 2100 TN |
1 |
USGR013009 | ||
EF DATA MODULATOR REDUNDANCY SWITCH |
1 |
992038754 | ||
EF DATA MODULATOR MODEL SDM300 |
1 |
972008187 | ||
CISCO SYSTEM 2620 ROUTER SH 000-00000-00 |
1 |
JAB033883PW | ||
CISCO SYSTEMS MODEL CATALYST 2924XL ETHERNET SWITCH |
1 |
005080715500 |
A-6
All rights of the Debtor and its affiliates in and to the following contracts, including any and all amendments, extensions, revisions and modifications thereto and restatements thereof, whether written or oral:
• | Letter Agreement, dated as of October 12, 2000, by and between Foundation Telecommunications, Inc. and the Debtor. |
• | Internet Service Agreement, dated as of April 15, 2002, by and between the Debtor and Gardtal Holdings Ltd. |
• | Oral agreement for internet access services by and between the Debtor and Siricomm, Inc. (“Siricomm”), pursuant to which Siricomm currently pays the Debtor $350.00 per month for internet access services for each of four (4) terminals (for an aggregate payment of $1,400.00 per month). |
• | Oral agreement for internet access services by and between the Debtor and Global Communication Support, LLC, dba Advanced Broadband (“Advanced Broadband”), pursuant to which Advanced Broadband currently pays the Debtor $350.00 per month for internet access services for one (1) terminal (for an aggregate payment of $350.00 per month). |
C. Accounts and Other Rights to Payment.
All accounts and other rights to payment arising from the provision of goods and services by the Debtor to Foundation Telecommunications, Inc., Gardtal Holdings Ltd., Siricomm, Advanced Broadband and each of their respective affiliates, successors and assigns.
Any and all discoveries and inventions and disclosures thereof (whether patentable or not), patent applications and patents, including, without limitation, the patents listed in Section D(l) of this Appendix A and the patent applications listed in Section D(2) of this Appendix A (in each case as this Appendix A may be amended from time to time), and similar interests provided by law, whether statutory or common law, whether now or hereafter existing and whether now owned or hereafter acquired, including, without limitation, all income and proceeds thereof (including, by way of illustration and not limitation, license royalties and damages and other proceeds of infringement suits), the right to xxx for past, present and future infringements, all rights corresponding or relating to any of the foregoing throughout the world and all reissues, re-examinations, divisions, continuations, continuations-in-part, renewals, extensions, and improvements thereof (collectively called the “Patent Collateral”) and all records pertaining to and all proceeds of any of the foregoing.
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(1) U.S. Patents.
ISSUED |
INVENTORS |
TITLE | ||||
6,032,193 |
February 29, 2000 |
Xxxx X. Xxxxxxxx |
Computer system having virtual circuit address altered by local computer to switch to different physical data link to increase data transmission bandwidth |
(2) U.S. Patent Applications.
APPLICATION NO. |
FILED |
APPLICANTS |
TITLE | |||
09/758,581 |
January 11, 2001 |
Xxxx X. Xxxxxxxx and Xxxxxxx Xxxx Xxxxxxx |
Method and system for improving data transmission and storage of markup language documents | |||
09/966,325 |
September 28, 2001 |
Xxxx Xxxxxxxx |
Apparatus and method for efficient live webcasting and network connectivity |
E. Intellectual Property Collateral.
Any and all designs, industrial properties, works of authorship, maskworks, trademarks, service marks, trade names, trade dresses, trade secrets, databases, confidential or proprietary information, and other intellectual properties or proprietary interests, including, without limitation, all items specifically identified in this Section E of this Appendix A (as Appendix A may be amended from time to time), and similar interests provided by law, and all of the Debtor’s rights, titles and interests therein and thereto and all of the Debtor’s rights, powers, privileges and immunities thereunder, whether statutory or common law, whether now or hereafter existing, whether or not subject to a governmental application, registration or other filings, and whether now owned or hereafter acquired, including, without limitation, all income and proceeds thereof (including, by way of illustration and not limitation, license royalties and damages and other proceeds of infringement suits), the right to xxx for past, present and future infringements, all governmental applications, registrations and other filings with respect thereto, all rights corresponding or relating to any of the foregoing throughout the world, and all improvement, extensions, derivative works, modifications, and enhancements thereof (collectively called the “Intellectual Property Collateral”) and all records pertaining to and all proceeds of any of the foregoing.
A-8
(1) Trademarks, Service Marks, and Trade Names
CISLUNAR
CISLUNAR in stylized form
“C” in stylized form around dot
CISLUNAR NETWORKS
CISLUNAR NETWORKS in stylized form
Cislunar Networks Corporation
XXXXXXXX.XXX
(3) Works of Authorship
(i) Moonbeamer Terminal Software, including without limitation:
• | DVB receiver control dvbd.c |
• | Inroute modulator control damad.c |
• | Inroute transmit device driver sattx.c |
• | Configuration receiver recvconfig.c |
• | Web-based configurator wwwconfig.c |
• | Startup file downloader getfile.c |
• | Signal strength indicator ss.c |
• | Status report transmitter monitor.c |
(ii) Hub Software, including without limitation:
• | Remote restart sendreboot.c |
• | Inroute remote control damaset.c |
• | Inroute device driver satrx.c |
• | Configuration broadcast uplinksender.c |
• | Cryptographic access control authorize.c |
• | Status report receiver listen.c |
• | Network status alarm monitor.c |
• | Demodulator assignment qd2048.c |
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(iii) Look Angle Calculator: satcalc.c (Web site software)
(4) Trade Secrets
(i) Customer and prospect lists
(ii) Vendor lists
(iii) Books of account and related business records
(iv) Software identified in Section E(3) of this Appendix A
(5) Licenses
(i) X.NMS SOFTWARE #325-1002
(ii) X.XXXX NET PROTOCOL SOFTWARE #325-1002
(iii) TERMINAL CONTROL PROTOCOL / INTERNET PROTOCOL SOFTWARE #325-1002
(iv) Logic Innovations IPE-2000 70 Mb/s operation
(v) Intuit Quick Books Pro 98
All rights and interests of the Debtor in any and all licenses and permits (collectively referred to as the “FCC Licenses”) issued by the Federal Communications Commission (the “FCC”), subject to applicable law and FCC rules and regulations governing the FCC Licenses, including without limitation the following:
• | that certain Radio Station Authorization, Call Sign No. E000076, File No.: SES-LIC-20000207-00177, granted to Cislunar Networks Corp. on September 27, 2000 for Domestic Fixed Satellite Service; |
• | that certain Radio Station Authorization, Call Sign No. E990333, File No.: SES-MOD-20000218-00257, granted to Cislunar Networks Corp. on May 10, 2000 for Domestic Fixed Satellite Service; and |
• | that certain Radio Station Authorization, Call Sign No. E020131, File No.: SES-LIC-20020515-00787, granted to Cislunar Networks Corp. on September 3, 2002 for Domestic Fixed Satellite Service. |
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