SECURITY AGREEMENT
Exhibit
10.8
THIS
SECURITY AGREEMENT is made on this 19 day of September, 2007 between uVuMobile,
Inc., a Georgia corporation ("Debtor"), and Xxx Xxxxx ("Secured
Party").
|
1.
|
SECURITY
INTEREST.
Debtor grants to Secured Party a security interest in the assets
of the
Debtor up to the first $66,500 including intellectual property,
inventory,
equipment, appliances, furnishings, and fixtures now or hereafter
placed
upon the premises known as its corporate headquarters, located
at 0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the "Premises")
or used
in connection therewith and in which Debtor now has or hereafter
acquires
any right and the proceeds therefrom. As additional collateral,
Debtor
assigns to Secured Party a security interest in all of its right,
title,
and interest to any trademarks, trade names, contract rights,
and
leasehold interests in which Debtor now has or hereafter acquires.
(All of
the foregoing assets of the Debtor shall hereinafter be collectively
referenced to as the “Collateral”.) This security interest shall secure
the payment and performance of Debtor's promissory note of even
date
herewith in the principal amount of Fifty Thousand ($50,000)
Dollars (the
“Note”) and the payment and performance of all other liabilities and
obligations of Debtor to Secured Party of every kind and description,
direct or indirect, absolute or contingent, due or to become
due now
existing or hereafter
arising.
|
|
|
|
|
2.
|
COVENANTS.
Debtor hereby warrants and
covenants: (a) the Collateral will be kept at the Premises and
the
Collateral will not be removed from the Premises other than in
the
ordinary course of business; (b) the Debtor's place of business
is located
at the Premises and Debtor will immediately notify Secured Party
in
writing of any change in or discontinuance of Debtor's place
of business;
(c) the parties intend that the Collateral is and will at all
times remain
personal property despite the fact and irrespective of the manner
in which
it is attached to realty; (d) the Debtor will not sell, dispose,
or
otherwise transfer the Collateral or any interest therein without
the
prior written consent of Secured Party, and the Debtor shall
keep the
Collateral free from unpaid charges (including rent), taxes,
and liens;
(e) the Debtor shall execute alone or with Secured Party any
financing
statement or other document or procure any document, and pay
the cost of
filing the same in all public offices wherever filing is deemed
by Secured
Party to be necessary; (f) Debtor shall maintain insurance at
all times
with respect to all Collateral against risks of fire, theft,
and other
such risks and in such amounts as Secured Party may reasonably
require and
the policies shall be payable to both the Secured Party and the
Debtor as
their interests appear and shall provide for ten (10) days written
notice
of cancellation to Secured Party; and (g) the Debtor shall make
all
repairs, replacements, additions, and improvements necessary
to maintain
any equipment in good working order and condition. At its option,
Secured
Party may discharge taxes, liens, or other encumbrances at any
time levied
or placed on the collateral, may pay rent or insurance due on
the
Collateral and may pay for the maintenance and preservation of
the
Collateral. Debtor agrees to reimburse Secured Party on demand
for any
payment made, or any expense incurred by Secured Party pursuant
to the
foregoing authorization.
|
|
|
|
This
security interest will be released
at either the earlier of payment of principle and interest on the Note,
or upon
conversion of the Note into the Qualified Strategic Financing described
in the
Note.
|
|
|
|
3.
|
DEFAULT.
The Debtor shall be in default
under this Agreement upon the happening of any of the following:
(a) any
misrepresentation in connection with this Agreement on the part
of the
Debtor; (b) any noncompliance with or nonperformance of the Debtor's
obligations under the Note or this Agreement; or (c) if Debtor
is involved
in any financial difficulty as evidenced by (i) an assignment
for the
benefit of creditors, or (ii) an attachment or receivership of
assets not
dissolved within thirty (30) days, or (iii) the institution of
bankruptcy
proceedings, whether voluntary or involuntary, which is not dismissed
within thirty (30) days from the date on which it is filed. Upon
default
and at any time thereafter, Secured Party may declare all obligations
secured hereby immediately due and payable and shall have the
remedies of
a secured party under the Uniform Commercial Code. Secured Party
may
require the Debtor to make the Collateral available to Secured
Party at a
place which is mutually convenient. No waiver by Secured Party
of any
default shall operate as a waiver of any other default or of
the same
default on a future occasion. This Agreement shall inure to the
benefit up
and bind the heirs, executors, administrators, successors, and
assigns of
the parties. This Agreement shall have the effect of an instrument
under
seal.
|
|
Secured
Party:
|
Debtor:
|
|||
|
By:
|
/s/
Xxx Xxxxx
|
By:
|
/s/
Xxxxxxx X. Xxxxxxxx
|
|
|
Xxxxxxx
X. Xxxxxxxx
|
||||
|
Its:
|
Its:
|
Chief
Financial Officer
|
||
|
Date:
|
9/19/07
|
Date:
|
9/19/07
|
|
