SECURITY AGREEMENT
This
SECURITY AGREEMENT, dated as of July 15, 2009 ("Agreement"),
is executed by Stratos Renewables Corporation, a Nevada corporation (the “Company”)
and each of its wholly-owned subsidiaries party hereto (each a “Subsidiary
Grantor” and together with the Company, the “Grantors”
and each a “Grantor”)
in favor of I2BF Biodiesel Ltd., an exempt private company limited by shares
formed and existing under the laws of the British Virgin Islands (the “Collateral
Agent”), for its own benefit and on behalf of each Investor (defined
below).
RECITALS
A. The
Company is entering into a Note Purchase Agreement, dated as of the date hereof
(such agreement, as it may hereafter be amended or modified from time to time,
the "Purchase
Agreement") pursuant to which the Company is selling and the investors
party thereto (the “Investors”
and each an “Investor”)
are purchasing secured promissory notes (collectively the “Notes” and
each a “Note”).
B. Each
Subsidiary Grantor is a wholly-owned subsidiary of Company and will receive
substantial direct and indirect benefit from the proceeds of the sale of the
Notes.
C. It
is a condition precedent to the extension of credit by the Investors under the
Notes that each Grantor shall have executed and delivered this Agreement and
shall have granted a security interest in the Collateral to the Collateral Agent
in accordance herewith to secure their obligations under the Notes and the
Transaction Documents.
AGREEMENT
NOW,
THEREFORE, in order to induce the Investors to enter into the Purchase Agreement
and to purchase the Notes and for other good and valuable consideration, the
receipt and adequacy of which hereby is acknowledged, each Grantor hereby agrees
as follows:
1. Definitions. Unless the
context otherwise requires, terms defined in the Note and not otherwise defined
herein have the same respective meanings when used herein and terms defined in
the Uniform Commercial Code of the State of California (the "UCC") and
not otherwise defined in this Agreement or in the Note shall have the meanings
defined for those terms in the UCC. In addition, the following terms
shall have the meanings respectively set forth after each:
"Certificates"
means all certificates now or hereafter representing or evidencing any Pledged
Securities, Pledged Partnership Interests, or Pledged Limited Liability Company
Interests.
"Collateral"
means and includes all right, title and interest in or to any and all of the
following assets and properties of each Grantor, wherever located, and now owned
or hereafter acquired:
(a) All
Accounts;
(b) All
Chattel Paper;
(c) All
Commercial Tort Claims listed on Schedule
1-A.
(d) All
Deposit Accounts and cash;
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(e) All
Documents;
(f) All
Equipment;
(g) All
General Intangibles;
(h) All
Goods;
(i) All
Instruments;
(j) All
Intellectual Property;
(k) All
Inventory;
(l) All
Investment Property;
(m) All
Letter-of-Credit rights;
(n) 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.
Notwithstanding the foregoing, the
Collateral shall not be deemed to include, whether now owned or hereafter
acquired, more than sixty-five percent (65%) of the presently existing and
hereafter arising issued and outstanding shares of capital stock owned by
Borrower of any Subsidiary not organized in the United States or any state
thereof which shares entitle the holder thereof to vote for
directors.
"Controlled"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.
"Copyright"
means all copyrights, whether or not published or registered under the Copyright
Act of 1976, 17 U.S.C. Section 101 et seq., as the same shall be amended from
time to time and any predecessor or successor statute thereto (the “Copyright
Act”), and applications for registration of copyrights, and all works of
authorship and other intellectual property rights therein, including without
limitation, copyrights for computer programs, source code and object code
databases and related materials and documentation and including without
limitation, the registered copyrights and copyright applications listed on Schedule 1-D attached
hereto, and (i) all renewals, revisions, derivative works, enhancements,
modifications, updates, new releases and other revisions thereof, (ii) all
income, royalties, damages and payments now and hereafter due and/or payable
with respect thereto, including without limitation, payments under all licenses
entered into in connection therewith and damages and payments for past or future
infringements thereof, (iii) the right to xxx for past, present and future
infringements thereof and (iv) all of such Grantor’s rights corresponding
thereto throughout the world.
“Default”
means an event, condition, or default that, with the giving of notice, the
passage of time, or both, would be an Event of Default.
“Event of
Default” has the meaning given to that term in the Notes.
"Governmental
Authority" means the government of the United States, any other nation or
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to
government.
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“Intellectual
Property” means
all intellectual and similar property of every kind and nature now owned or
hereafter acquired by any Grantor, including inventions, designs, Patents,
Copyrights, Trademarks, trade secrets, domain names, confidential or proprietary
technical and business information, know-how, methods, processes, drawings,
specifications or other data or information and all memoranda, notes and records
with respect to any research and development, software and databases and all
embodiments or fixations thereof whether in tangible or intangible form or
contained on magnetic media readable by machine together with all such magnetic
media and related documentation, registrations and franchises, and all
additions, improvements and accessions to, and books and records describing or
used in connection with, any of the foregoing and any claims for damages by way
of any past, present or future infringement of any of the
foregoing.
"Liens"
means, with respect to any property, any security interest, mortgage, pledge,
lien, claim, charge or other encumbrance in, of, or on such property or the
income therefrom, including, without limitation, the interest of a vendor or
lessor under a conditional sale agreement, capital lease or other title
retention agreement, or any agreement to provide any of the
foregoing.
"Obligations"
means all loans, advances, debts, liabilities and obligations, howsoever
arising, owed by Grantors 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.
“Patents”
means all (a) letters patent, design patents, utility patents, inventions and
trade secrets, all patents and patent applications in the United States Patent
and Trademark Office, and interests under patent license agreements, including
without limitation, the inventions and improvements described and claimed
therein, including without limitation, those Patents listed on Schedule 1-D attached
hereto, (b) income, royalties, damages and payments now and hereafter due and
/or payable under and with respect thereto, including without limitation,
damages and payments for past, present or future infringements, (c) rights to
xxx for past, present and future infringements thereof, (d) rights corresponding
thereto throughout the world in all jurisdictions in which such patents have
been issued or applied for and (e) the reissues, divisions, continuations,
renewals, extensions and continuations-in-part of any of the
foregoing.
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"Permitted
Liens" means (a) Liens in favor of the Collateral Agent and the
Investors, (b)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, (c) 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, (d) 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, (e) Liens upon any
equipment 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 under Section 2(h) of the
Note; (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
liens with respect to deposit or investment accounts provided that such liens
only secure customary fees associated with such accounts and provided further
that Collateral Agent and the Investors have a first priority perfected Lien
with respect to all such accounts; (i) Liens on insurance proceeds in favor of
insurance companies granted solely as security for financed premiums; (j)
non-exclusive licenses granted in the ordinary course of business; and (k) Liens
in favor of Whitebox Hedged High Yield Partners, LP.
"Person"
has the meaning given to that term in the Notes.
"Pledged
Collateral" means the Pledged Securities, the Pledged Partnership
Interests and the Pledged Limited Liability Company Interests.
"Pledged Limited
Liability Company Interests" means all limited liability company
interests owned by each Grantor, including, but not limited to those limited
liability company interests set forth in Schedule 1-C attached
hereto, as such Schedule may be supplemented from time to time in accordance
with the terms of this Agreement and all capital, limited liability company
assets, dividends, cash, instruments and other properties from time to time
received, to be received or otherwise distributed in respect of or in exchange
for any or all of such interests and all certificates and instruments
representing or evidencing such other property received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof.
"Pledged
Partnership Interests" means all interests in any partnership or joint
venture owned by each Grantor, including, but not limited to those partnership
interests set forth in Schedule 1-C attached
hereto, as such Schedule may be supplemented from time to time in accordance
with the terms of this Agreement, and all dividends, cash, instruments and other
properties from time to time received, to be received or otherwise distributed
in respect of or in exchange for any or all of such interests.
"Pledged
Securities" means all shares of capital stock of each issuer in which
each Grantor owns an interest, including, but not limited to those shares of
capital stock set forth in Schedule 1-C attached
hereto, as such Schedule may be supplemented from time to time in accordance
with the terms of this Agreement,
and all dividends, cash, instruments and other properties from time to time
received, to be received or otherwise distributed in respect of or in exchange
for any or all of such shares.
“Subsidiary”
shall mean with respect to any Person (a) any corporation of which more than 50%
of the issued and outstanding equity securities having ordinary voting power to
elect a majority of the board of directors of such corporation is at the time
directly or indirectly owned or controlled by such Person, (b) any partnership,
joint venture, or other association of which more than 50% of the equity
interest having the power to vote, direct or control the management of such
partnership, joint venture or other association is at the time directly or
indirectly owned and controlled by such Person, (c) any other entity included in
the financial statements of such Person on a consolidated basis.
“Subsidiary
Grantor” any Grantor other than the Company.
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“Trademarks”
means all (a) trademarks, trademark registrations, trade names, trademark
applications, service marks, business names, trade styles, designs, logos and
other source or business identifiers, whether or not registrations have been
issued or applied for in the United States Patent and Trademark Office or in any
other office or with any other official anywhere in the world, including without
limitation, trademark registrations and trademark applications listed on Schedule1-D attached
hereto, (b) all income, royalties, damages and payments for past, present or
future infringements thereof, (d) rights to xxx for past, present and future
infringements thereof and (e) renewals of any of the foregoing.
"Transaction
Documents" has the meaning given to that term in the Notes.
2. Creation
of Security Interest. Each Grantor, in
order to secure its Obligations, does hereby grant and pledge to the Collateral
Agent on behalf of the Investors, a security interest in and to, all right,
title and interest of such Grantor in and to all presently existing and
hereafter acquired Collateral. The security interest and pledge
created by this Section 2 shall
continue in effect so long as any Obligation remains outstanding or the
Investors have any obligation to purchase Notes under the Purchase
Agreement.
3. Delivery of Pledged
Collateral.
(a) Each
Certificate shall be delivered to and held by the Collateral Agent and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed undated endorsements, instruments of transfer or assignment in blank,
all in form and substance reasonably satisfactory to the Collateral
Agent.
(b) The Collateral Agent shall have the
right, upon the occurrence and during the continuance of an Event of Default,
without notice to any of the Grantors, in connection with a commercially
reasonable foreclosure sale, to transfer to, or to direct the applicable Grantor
or any nominee of such Grantor to register or cause to be registered in the name
of, the Collateral Agent or any of its nominees any or all of the Pledged
Securities, Pledged Partnership Interests or Pledged Limited Liability Company
Interests. In addition, the Collateral Agent shall have the right at
any time to exchange certificates or instruments representing or evidencing
Pledged Securities for certificates or instruments of smaller or larger
denominations.
4. Further
Assurances.
(a) At
any time and from time to time at the request of the Collateral Agent, each
Grantor shall execute and deliver to the Collateral Agent, at such Grantor's
expense, all instruments, certificates and documents, including account control
agreements, in form and substance reasonably satisfactory to the Collateral
Agent, and perform all such other acts as shall be necessary or reasonably
desirable to fully perfect or protect or maintain, when filed, recorded,
delivered or performed, the Collateral Agent's security interests granted
pursuant to this Agreement or to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, each
Grantor shall: (i) at the request of the Collateral Agent, xxxx conspicuously
all chattel paper, instruments and other documents and each of its records
pertaining to the Collateral with a legend, in form and substance satisfactory
to the Collateral Agent, indicating that such document, contract, chattel paper,
instrument or Collateral is subject to the security interest granted hereby,
(ii) at the request of the Collateral Agent, if any Account or contract or other
writing relating thereto shall be evidenced by a promissory note or other
instrument, deliver and pledge to the the Collateral Agent, such note or other
instrument duly endorsed and accompanied by duly executed undated instruments of
transfer or assignment, all in form and substance reasonably satisfactory to the
the Collateral Agent; and (iii) with respect to any agreement in which any
Grantor now has or hereafter acquires an interest which by its terms prohibits
assignment, upon the Collateral Agent’s request, such Grantor will use its best
efforts to procure the consent to assignment of the counterpart party
thereto.
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(b) At
any time and from time to time, the Collateral Agent shall be entitled to file
and/or record any or all such financing statements, instruments and documents
held by it, and any or all such further financing statements, documents and
instruments, relative to the Collateral or any part thereof in each instance,
and to take all such other actions as the Collateral Agent may reasonably deem
appropriate to perfect and to maintain perfected the security interests granted
herein.
(c) With
respect to any Collateral consisting of securities, instruments, partnership or
joint venture interests, limited liability company interests, or the like, each
Grantor hereby consents and agrees that, upon the occurrence and during the
continuance of an Event of Default, the issuers of, or obligors on, any such
Collateral, or any registrar or transfer agent or trustee for any such
Collateral, shall be entitled to accept the provisions of this Agreement as
conclusive evidence of the right of the Collateral Agent to effect any transfer
or exercise any right hereunder or with respect to any such Collateral subject
to the terms hereof, notwithstanding any other notice or direction to the
contrary heretofore or hereafter given by any Grantor or any other Person to
such issuers or such obligors or to any such registrar or transfer agent or
trustee.
5. Voting
Rights; Dividends; etc. So long as no Event of
Default shall have occurred and be continuing:
(a) Voting
Rights. Each Grantor shall be entitled to exercise any and all
voting and other consensual rights pertaining to its Pledged Collateral, or any
part thereof, for any purpose not inconsistent with the terms of this Agreement
or the Transaction Documents; provided, however, that each
Grantor shall not exercise, or shall refrain from exercising, any such right if
it would result in a Default or an Event of Default.
(b) Dividend and Distribution
Rights. Subject to the terms of the Transaction Documents,
each Grantor shall be entitled to receive and to retain and use any and all
dividends or distributions paid in respect of its Pledged Collateral; provided, however, that any and
all:
(i) non-cash
dividends or distributions in the form of capital stock, certificated limited
liability company interests, instruments or other property received, receivable
or otherwise distributed in respect of, or in exchange for, any Pledged
Collateral,
(ii) dividends
and other distributions paid or payable in cash in respect of any Pledged
Collateral in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in-surplus,
and
(iii) cash
paid, payable or otherwise distributed in redemption of, or in exchange for, any
Pledged Collateral,
shall,
except as otherwise provided for in the Transaction Documents, forthwith be
delivered to the Collateral Agent, in the case of paragraph (i) above, to be
held as Collateral and shall, if received by such Grantor, be received in trust
for the benefit of the Collateral Agent, be segregated from the other property
of such Grantor and forthwith be delivered to the Collateral Agent as Collateral
in the same form as so received (with any necessary endorsements), and in the
case of paragraph (ii) and paragraph (iii) above, to be applied to the
Obligations to the extent permitted by the Transaction Documents or otherwise to
be held as Collateral.
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6. Rights as
to Pledged Collateral During Event of Default. When an Event of
Default has occurred and is continuing:
(a) Voting, Dividend and
Distribution Rights. At the option of the Collateral Agent,
all rights of each Grantor to exercise the voting and other consensual rights
which it would otherwise be entitled to exercise pursuant to Section 5(a) above,
and to receive the dividends and distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5(b) above,
shall cease, and all such rights shall thereupon become vested in the Collateral
Agent who shall thereupon have the sole right to exercise such voting and other
consensual rights and to receive and such dividends and distributions during the
continuance of such Event of Default to be applied to the Obligations or
otherwise to be held as Collateral.
(b) Dividends and Distributions
Held in Trust. All dividends and other distributions which are
received by any Grantor contrary to the provisions of Section 6(a) of this
Agreement shall be received in trust for the benefit of the Collateral Agent,
shall be segregated from other funds of such Grantor and forthwith shall be paid
over to the Collateral Agent as Collateral in the same form as so received (with
any necessary endorsements).
7. Irrevocable
Proxy. Each Grantor
hereby revokes all previous proxies with regard to its Pledged Collateral and
appoints the Collateral Agent as its respective proxyholder to (a) attend and
vote at any and all meetings of the shareholders of the corporation(s) which
issued the Pledged Securities, and any adjournments thereof, held on or after
the date of the giving of this proxy and prior to the termination of this proxy
and to execute any and all written consents of shareholders of such
corporation(s) executed on or after the date of the giving of this proxy and
prior to the termination of this proxy, with the same effect as if such Grantor
had personally attended the meetings or had personally voted its shares or had
personally signed the written consents, waivers or ratification, and (b) to
attend and vote at any and all meetings of the members of the issuer of any
Pledged Limited Liability Company Interests or partners of the issuer of any
Pledged Partnership Interests (whether or not such Pledged Limited Liability
Company Interests or Pledged Partnership Interests are transferred into the name
of the Collateral Agent), and any adjournments thereof, held on or after the
date of the giving of this proxy and to execute any and all written consents,
waivers and ratifications of any applicable issuer executed on or after the date
of the giving of this proxy and prior to the termination of this proxy with the
same effect as if such Grantor had personally attended the meetings or had
personally voted on their respective limited liability company interests or
partnership interests or had personally signed the consents, waivers or
ratifications; provided, however, that the
Collateral Agent as proxyholder shall have rights hereunder only upon the
occurrence and during the continuance of an Event of Default. Each
Grantor hereby authorizes the Collateral Agent to substitute another Person
(which Person shall be a successor to the rights of the Collateral Agent
hereunder, a nominee appointed by the Collateral Agent to serve as proxyholder,
or otherwise as approved by such Grantor in writing, such approval not to be
unreasonably withheld) as the proxyholder and, upon the occurrence or during the
continuance of any Event of Default, hereby authorizes and directs the
proxyholder to file this proxy and the substitution instrument with the
secretary of the appropriate corporation. This proxy is coupled with
an interest and is irrevocable until all Obligations have been indefeasibly paid
in full and until such time as the Investors have no commitment to purchase
Notes pursuant to the Purchase Agreement.
8. The
Grantors' Representations and Warranties. Each Grantor
represents and warrants as follows:
(a) Such
Grantor (i) is incorporated in the jurisdiction disclosed on Schedule 1-A and
neither such Grantor nor any corporate predecessor has, during the preceding
five years, been incorporated in any other jurisdiction, except as disclosed on
Schedule 1-A,
(ii) is qualified to do business in the jurisdictions disclosed on Schedule 1-A, and
(iii) has the organizational identification number disclosed on Schedule
1-A.
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(b) Such
Grantor currently conducts business only under its own name and the trade names
listed on Schedule
1-A. Neither such Grantor nor any corporate predecessor has,
during the preceding five years, been known as or used any other corporate or
fictitious name, except the names disclosed on Schedule
1-A.
(c) Such
Grantor (i) has Collateral only at the locations listed on Schedule 1-A; (ii)
has exclusive possession and control of the Collateral owned by such Grantor,
except for each location indicated on Schedule 1-A where
Collateral is possessed by a lessee, consignee, warehouseman or other third
party; and (iii) maintains its chief executive office, where such Grantor keeps
its records concerning the Collateral, at the address set forth for such Grantor
on Schedule
1-A.
(d) Such
Grantor has only the Deposit Accounts and securities accounts disclosed on Schedule
1-B.
(e) Such
Grantor is the legal and beneficial owner of the Collateral free and clear of
all Liens except for Permitted Liens. Such Grantor has the power,
authority and legal right to grant the security interests in the Collateral
purported to be granted hereby, and to execute, deliver and perform this
Agreement. The grant of security interest in the Collateral pursuant
to this Agreement creates a valid first priority security interest in the
Collateral, except for Permitted Liens.
(f) No
consent of any Person, including, without limitation, any partner in a
partnership with respect to which such Grantor has pledged its interests as a
Pledged Partnership Interests or any member in a limited liability company with
respect to which such Grantor has pledged its interests in the Pledged Limited
Liability Company Interests, is required for the pledge by such Grantor of the
Pledged Collateral or the grant of security interest by such Grantor in the
Collateral.
(g) Except
as set forth on Schedule 1-C, the
Pledged Securities described on Schedule 1-C
constitute (i) all of the shares of capital stock of any Person owned by such
Grantor and (ii) that percentage of the issued and outstanding shares of the
respective issuers thereof indicated on Schedule 1-C, and
there is no other class of shares issued and outstanding of the respective
issuers thereof except as set forth on Schedule
1-C. Except as set forth in Schedule 1-C, the
Pledged Partnership Interests described on Schedule 1-C
constitute all of the partnerships or joint ventures in which each Grantor has
an interest, and such Grantor's percentage interest in each such partnership or
joint venture is as set forth on such Schedule
1-C. Except as set forth in Schedule 1-C, the
Pledged Limited Liability Company Interests described on Schedule 1-C attached
hereto constitute all of the limited liability company interests of each Grantor
and such Grantor's percentage interest in each such issuer is as set forth on
Schedule 1-C
attached hereto. Unless specified otherwise on Schedule 1-C, each of
the Pledged Partnership Interests and Pledged Limited Liability Company
Interests described on Schedule 1-C are
uncertificated securities.
(h) None
of the Grantors holds any Commercial Tort Claim as of the date of this
Agreement, except as indicated on Schedule
1-A.
(i) No
authorization, approval or other action by, and no notice to or filing with, any
Governmental Authority (other than such authorizations, approvals and other
actions as have already been taken and are in full force and effect) is required
(A) for the pledge of the Collateral or the grant of the security interest in
the Collateral by any of the Grantors hereby or for the execution, delivery or
performance of this Agreement by any of the Grantors, or (B) for the exercise by
the Collateral Agent of the voting rights in the Pledged Securities, the Pledged
Partnership Interest or the Pledged Limited Liability Company Interests or of
any other rights or remedies in respect of the Collateral hereunder except as
may be required in connection with any disposition of Collateral consisting of
securities by laws affecting the offering and sale of securities
generally.
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9. Copyrights. Without the prior
written consent of the Collateral Agent, Grantors shall not register or cause to
be registered with the United States Copyright Office any copyright
registrations with respect to any proprietary software or source code with the
United States Copyright Office.
10. Patents
and Trademarks. Each Grantor will
promptly (and in any event within 5 business days) notify Collateral Agent upon
the filing, either by such Grantor or through any agent, employee, licensee or
designee, of (i) any application for the registration of any patent or
trademark, with the United States Patent and Trademark Office or any similar
office or agency in any other country or any political subdivision thereof, (ii)
any assignment of any patent or trademark, which such Grantor may acquire from a
third party, with the United States Patent and Trademark Office or any similar
office or agency in any other country or any political subdivision thereof, or
(iii) any assignment of any copyright or mask work, which Company may acquire
from a third party, with the United States Copyright Office or any similar
office or agency in any other country or any political subdivision
thereof. Upon the request of Collateral Agent, Grantors shall execute
and deliver any and all agreements, instruments, documents and papers as
Collateral Agent may request to evidence Collateral Agent's security interest in
such patent, trademark (and the goodwill and general intangibles of Company
relating thereto or represented thereby), copyright or mask work.
11. Grantors'
Covenants. Each Grantor
covenants and agrees as follows:
(a) Such
Grantor will keep the Collateral in reasonably good repair, working order and
operating condition (normal wear and tear excluded), and from time to time make
all necessary and proper repairs, renewals, replacements, additions and
improvements thereto and, as appropriate and applicable, will otherwise deal
with the Collateral in all such ways as are considered customary practice by
owners of like property.
(b) Such
Grantor will not sell, encumber, lease, rent, or otherwise dispose of or
transfer any Collateral or right or interest therein, provided that Company may
sell, lease, transfer, license or otherwise dispose of any of the Collateral
consisting of (i) the sale of inventory in the ordinary course of business, (ii)
sales of worn-out or obsolete equipment in the ordinary course of business, and
(iii) non-exclusive licenses and similar arrangements for the use of the
property of Company in the ordinary course of business.
(c) Such
Grantor shall not create or permit to exist any Lien upon or with respect to any
of its property, except for Permitted Liens.
(d) Such
Grantor shall (i) carry and maintain insurance at its expense of the types and
in the amounts customarily carried by others engaged in substantially the same
business as such Person and operating in the same geographic area as such
Person, including, but not limited to, fire, property damage and worker's
compensation, such insurance to be in such form as is carried with companies and
in amounts satisfactory to Collateral Agent, and (ii) deliver to Collateral
Agent from time to time, as the Collateral Agent may request, schedules or
insurance certificates setting forth all insurance then in
effect. All property policies shall name the Collateral Agent as loss
payee with respect to the Collateral and all liability policies shall name
Collateral Agent as an additional insured in the full amount of Grantors’
liability coverage limits.
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-
(e) Such
Grantor will promptly notify the Collateral Agent in writing in the event of any
material damage to the Collateral from any source whatsoever.
(f) Such
Grantor will not (i) establish any location of Collateral not listed in Schedule 1-A, (ii)
move its principal place of business, chief executive offices or any other
office listed in Schedule 1-A or (iii)
adopt, use or conduct business under any trade name or other corporate or
fictitious name not disclosed in Schedule 1-A, except,
in each case, upon not less than 30 days prior written notice to the Collateral
Agent and such Grantor's prior compliance with all applicable requirements of
Section 4
hereof necessary to perfect the Collateral Agent's security interest
hereunder.
(g) Such
Grantor shall not establish any additional Deposit Account or securities account
not listed on Schedule
1-B, except upon prior written notice to the Collateral Agent and such
Grantor’s compliance with all applicable requirements of Section 4 hereof
necessary to perfect the Collateral Agent’s security interest hereunder,
including without limitation, delivery of duly executed account control
agreements by all necessary parties, in form and substance satisfactory to the
Collateral Agent.
(i) If
such Grantor shall at any time hold or acquire a Commercial Tort Claim, such
Grantor shall promptly notify the Collateral Agent thereof in a writing signed
by such Guarantor, including a summary description of such claim, and grant to
the Collateral Agent in writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form
and substance reasonably satisfactory to the Collateral Agent.
12. The Collateral
Agent.
(a) Appointment. The
Investors hereby appoint Collateral Agent as collateral agent for the Investors
under this Agreement 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 Majority in Interest of Investors 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 any Grantor 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 Agreement or any instrument or document delivered
hereunder or relating hereto; (ii) the title of a Grantor 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 a
Grantor’s compliance with any of the terms and conditions of this Agreement;
(iv) the failure by a Grantor 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.
- 10
-
(iii) In
the case of this 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
Agreement, the Notes or any related agreement to the extent that such fees or
expenses have not been paid by Grantors. In the case of this
Agreement and each instrument and document relating to any of the Collateral,
each of the Investors and each of the Grantors 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 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.
13. Subsidiary Grantors
(a) Continuing
Guaranty. Each Subsidiary Grantor unconditionally guarantees
and promises to pay to Collateral Agent and the Investors on demand after the
occurrence and during the continuance of an Event of Default, in lawful money of
the United States, any and all Obligations, and to perform on demand after the
occurrence and during the continuance of an Event of Default any and all
Obligations. The liability of each Subsidiary Grantor hereunder is
independent of the Obligations, and a separate action or actions may be brought
and prosecuted against such Subsidiary Grantor irrespective of whether action is
brought against any other Subsidiary Grantor or any other guarantor of the
Obligations or whether any other Subsidiary Grantor or any other guarantor of
the Obligations is joined in any such action or actions. This
guaranty is a guaranty of payment and not of collection
(b) Authorized
Actions. Each Subsidiary Grantor authorizes Collateral Agent
and the Investors, in their discretion, without notice to such Subsidiary
Grantor, irrespective of any change in the financial condition of such
Subsidiary Grantor, the other Subsidiary Grantors or any other guarantor of the
Obligations, and without affecting or impairing in any way the liability of such
Subsidiary Grantor hereunder, from time to time to (a) create new Obligations,
renew, compromise, extend, accelerate or otherwise change the time for payment
or performance of, or otherwise change the terms of the Obligations or any part
thereof, including increase or decrease of the rate of interest thereon; (b)
take and hold security for the payment or performance of the Obligations and
exchange, enforce, waive or release any such security; (c) apply such security
and direct the order or manner of sale thereof; (d) purchase such security at
public or private sale; (e) otherwise exercise any right or remedy it may have
against such Subsidiary Grantor, the other Subsidiary Grantors, any other
guarantor of the Obligations or any security, including, without limitation, the
right to foreclose upon any such security by judicial or nonjudicial sale; (f)
settle, compromise with, release or substitute any one or more makers, endorsers
or guarantors of the Obligations; and (g) assign the Obligations, or the other
Transaction Documents in whole or in part.
- 11
-
(c) Waivers. Each
Subsidiary Grantor waives (a) any right to require Collateral Agent or any
Investor to (i) proceed against any other Subsidiary Grantor or any other
guarantor of the Obligations, (ii) proceed against or exhaust any security
received from any other Subsidiary Grantor or any other guarantor of the
Obligations, or (iii) pursue any other remedy in Collateral Agent’s or an
Investor’s power whatsoever; (b) any defense arising by reason of the
application by any Subsidiary Grantor of the proceeds of any borrowing; (c) any
defense resulting from the absence, impairment or loss of any right of
reimbursement, subrogation, contribution or other right or remedy of such
Subsidiary Grantor against any other Subsidiary Grantor, any other guarantor of
the Obligations or any security, whether resulting from an election by
Collateral Agent or any Investor to foreclose upon security by nonjudicial sale,
or otherwise; (d) any setoff or counterclaim of such Subsidiary Grantor or any
defense which results from any disability or other defense of any Subsidiary
Grantor or the cessation or stay of enforcement from any cause whatsoever of the
liability of any Subsidiary Grantor (including, without limitation, the lack of
validity or enforceability of any Transaction Document); (e) any right to
exoneration of sureties which would otherwise be applicable; (f) so long as any
Obligations remain outstanding, any right of subrogation or reimbursement and,
if there are any other guarantors of the Obligations, any right of contribution,
and right to enforce any remedy which Lender now has or may hereafter have
against any Subsidiary Grantor, and any benefit of, and any right to participate
in, any security now or hereafter received by the Collateral Agent or any
Investor; (g) all presentments, demands for performance, notices of
non-performance, notices delivered under this Agreement or any Transaction
Document, protests, notice of dishonor, and notices of acceptance of this
guaranty and of the existence, creation or incurring of new or additional
Obligations and notices of any public or private foreclosure sale; (h) the
benefit of any statute of limitations to the extent permitted by law; (i) any
appraisement, valuation, stay, extension, moratorium redemption or similar law
or similar rights for marshalling; and (j) any right to be informed by
Collateral Agent or any Investor of the financial condition of any Subsidiary
Grantor or any other guarantor of the Obligations or any change therein or any
other circumstances bearing upon the risk of nonpayment or nonperformance of the
Obligations. Each Subsidiary Grantor has the ability and assumes the
responsibility for keeping informed of the financial condition of any other
Subsidiary Grantor and any other guarantors of the Obligations and of other
circumstances affecting such nonpayment and nonperformance risks.
14. Remedies.
(a) Rights Upon Event of
Default. Upon the occurrence and during the continuance of an
Event of Default, the Grantors shall be in default hereunder and, subject to
applicable law, the Collateral Agent shall have, in any jurisdiction where
enforcement is sought, in addition to all other rights and remedies that the
Collateral Agent may have under this Agreement and under applicable laws or in
equity, all rights and remedies of a secured party under the Uniform Commercial
Code as enacted in any such jurisdiction in effect at that time, and in addition
the following rights and remedies, all of which may be exercised with or without
further notice to the Grantors except such notice as may be specifically
required by applicable law.
(b) Sale of
Collateral. Any public or private sale or other disposition of
the Collateral may be held at any office of the Collateral Agent, or at the
Grantors’ places of business, or at any other place permitted by applicable law,
and without the necessity of the Collateral being within the view of prospective
purchasers. The Collateral Agent may direct the order and manner of
sale of the Collateral, or portions thereof, as it in its sole and absolute
discretion may determine provided such sale is commercially reasonable, and each
Grantor expressly waives, to the extent permitted by applicable law, any right
to direct the order and manner of sale of any Collateral. The
Collateral Agent or any Person acting on the Collateral Agent's behalf may bid
and purchase at any such sale or other disposition. In furtherance of
the Collateral Agent's rights hereunder, each Grantor hereby grants to the
Collateral Agent an irrevocable, non-exclusive license (exercisable without
royalty or other payment by the Collateral Agent) to use, license or sublicense
any patent, trademark, trade name, copyright or other intellectual property in
which Grantor 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; provided, however, that such license shall only be exercisable in
connection with the disposition of Collateral upon the Collateral Agent's
exercise of its remedies hereunder.
- 12
-
(c) Notice of
Sale. Unless the Collateral is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, the Collateral Agent will give the Grantors reasonable notice of the
time and place of any public sale thereof or of the time on or after which any
private sale thereof is to be made. The requirement of reasonable
notice conclusively shall be met if: such notice is mailed, certified mail,
postage prepaid, to the Grantors at their addresses set forth on the signature
page hereto or delivered or otherwise sent to the Grantors, at least ten (10)
days before the date of the sale. Each Grantor expressly waives, to
the fullest extent permitted by applicable law, any right to receive notice of
any public or private sale of any Collateral or other security for the
Obligations except as expressly provided for in this paragraph. The
Collateral Agent shall not be obligated to make any sale of the Collateral if it
shall determine not to do so regardless of the fact that notice of sale of the
Collateral may have been given. The Collateral Agent may, without
notice or publication, except as required by applicable law, adjourn the sale
from time to time by announcement at the time and place fixed for sale, and such
sale may, without further notice (except as required by applicable law), be made
at the time and place to which the same was so adjourned.
(d) Private
Sales. With respect to any Collateral consisting of
securities, partnership interests, limited liability company interests, joint
venture interests or the like, and whether or not any of such Collateral has
been effectively registered under the Securities Act of 1933, as amended, or
other applicable laws, the Collateral Agent may, in its sole and absolute
discretion, sell all or any part of such Collateral at private sale in such
manner and under such circumstances as the Collateral Agent may deem necessary
or advisable in order that the sale may be lawfully conducted in a commercially
reasonable manner. Without limiting the foregoing, the Collateral
Agent may (i) approach and negotiate with a limited number of potential
purchasers, and (ii) restrict the prospective bidders or purchasers to persons
who will represent and agree that they are purchasing such Collateral for their
own account for investment and not with a view to the distribution or resale
thereof. In the event that any such Collateral is sold at private
sale, each Grantor agrees to the extent permitted by applicable law that if such
Collateral is sold for a price which is commercially reasonable, then (A) the
Grantors shall not be entitled to a credit against the Obligations in an amount
in excess of the purchase price, and (B) the Collateral Agent shall not incur
any liability or responsibility to the Grantors in connection therewith,
notwithstanding the possibility that a substantially higher price might have
been realized at a public sale. Each Grantor recognizes that a ready
market may not exist for such Collateral if it is not regularly traded on a
recognized securities exchange, and that a sale by the Collateral Agent of any
such Collateral for an amount substantially less than a pro rata share of the
fair market value of the issuer's assets minus liabilities may be commercially
reasonable in view of the difficulties that may be encountered in attempting to
sell a large amount of such Collateral or Collateral that is privately
traded.
(e) Disposition of Proceeds of
Sale. The proceeds resulting from the collection, liquidation,
sale or other disposition of the Collateral shall be applied, first, to the
reasonable costs and expenses (including reasonable attorneys' fees) of
retaking, holding, storing, processing and preparing for sale, selling,
collecting and liquidating the Collateral, and the like; second, to the
satisfaction of all Obligations; and third, any surplus
remaining after the satisfaction of all Obligations, to be paid over to the
Grantors or to whomsoever may be lawfully entitled to receive such
surplus.
(f) Remedies
Cumulative. The rights and remedies provided under this
Agreement are cumulative and may be exercised singly or concurrently, and are
not exclusive of any other rights and remedies provided by law or
equity.
- 13
-
15. Miscellaneous.
(a) The Collateral Agent
Appointed Attorney-in-Fact. To the full extent permitted by
applicable law, each Grantor hereby irrevocably appoints the Collateral Agent as
such Grantor's attorney-in-fact, with full authority in the place and stead of
such Grantor, and in the name of such Grantor, or otherwise, from time to time,
in the Collateral Agent's sole and absolute discretion to do any of the
following acts or things upon the occurrence and during the continuance of an
Event of Default: (a) to do all acts and things and to execute all documents
necessary or advisable to perfect and continue perfected the security interests
created by this Agreement and to preserve, maintain and protect the Collateral;
(b) to do any and every act which such Grantor is obligated to do under this
Agreement; (c) to endorse and transfer the Collateral upon foreclosure by the
Collateral Agent; and (d) to file any claims or take any action or institute any
proceedings which the Collateral Agent may reasonably deem necessary or
desirable for the protection or enforcement of any of the rights of the
Collateral Agent with respect to any of the Collateral; provided, however, that the
Collateral Agent shall be under no obligation whatsoever to take any of the
foregoing actions, and the Collateral Agent shall have no liability or
responsibility for any act or omission (other than the Collateral Agent's own
gross negligence or willful misconduct) taken with respect thereto.
(b) Costs and
Expenses. Each Grantor shall pay on demand (i) all reasonable
fees and expenses, including reasonable attorneys' fees and expenses, incurred
by the Collateral Agent and the Investors in connection with the exercise of its
duties under this Agreement and the preparation, execution and delivery of
amendments and waivers hereunder and (ii) all reasonable fees and expenses,
including reasonable attorneys' fees and expenses, incurred by the Collateral
Agent and the Investors in connection with the enforcement or attempted
enforcement of this Agreement or any of the Obligations or in preserving any of
the Collateral Agent’s and the Investors’ rights and remedies (including,
without limitation, all such fees and expenses incurred in connection with any
“workout” or restructuring affecting the Transaction Documents or the
Obligations or any bankruptcy or similar proceeding involving such Grantor, any
other Grantor, Company or any of their affiliates).
(c) Counterparts. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.
(d) Amendments,
etc. No amendment or waiver of any provision of this Agreement
nor consent to any departure by the Grantors herefrom (other than supplements to
the Schedules hereto in accordance with the terms of this Agreement) shall in
any event be effective unless the same shall be in writing and executed by the
party against whom enforcement is sought, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.
(e) Notices. All
notices and other communications provided for hereunder shall be given in the
manner and to the addresses set forth in the Purchase Agreement.
(f) Governing
Law. This Agreement shall be governed and construed in
accordance with the laws of the State of California (without reference to its
choice of law provisions), except as otherwise required by mandatory provisions
of law and except to the extent that remedies provided by the laws of a
jurisdiction other than the State of California are governed by the laws of such
jurisdiction.
(g) Jury
Trial. EACH GRANTOR AND INVESTOR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT. If the jury waiver set
forth in this paragraph is not enforceable, then any claim or cause of action
arising out of or relating to the Transaction Documents or any of the
transactions contemplated therein shall be settled by judicial reference
pursuant to Code of Civil Procedure Section 638 et seq. before a referee sitting
without a jury, such referee to be mutually acceptable to the parties or, if no
agreement is reached, by a referee appointed by the Presiding Judge of the
California Superior Court for Santa Xxxxx County. This paragraph
shall not restrict a party from exercising remedies under the Uniform Commercial
Code or from exercising pre-judgment remedies under applicable
law
- 14
-
[Remainder
of page intentionally left blank.]
- 15
-
IN
WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.
|
Company:
|
STRATOS
RENEWABLES CORPORATION
|
||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
Subsidiary
Grantor:
|
Green
Sands, Inc.
|
||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
Subsidiary
Grantor:
|
Stratos
del Peru SAC
|
||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
Subsidiary
Grantor:
|
Arena
Verde SAC
|
||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
[Signature
Page to Security Agreement]
Collateral
Agent:
I2BF BIODIESEL
LTD.,
individually
and in its capacity as Collateral Agent
|
By:
|
|
|
Xxxx
Xxxxxxxxxx, Director
|
|
|
INVESTORS:
|
||
|
I2BF
BIODIESEL LIMITED
|
||
|
Xxxx
X. Xxxxxxxxxx
|
||
|
Director
|
||
|
Address:
|
||
|
x/x
X0XX Xxxxxxx Xxxxxxx
|
||
|
Xxxxx
000,
|
||
|
One
Xxxxxx Xxxxxx
|
||
|
Xxxxxxx,
Xxxxxx, X0X 0XX
|
||
|
Xxxxxx
Xxxxxxx
|
||
|
BLUE
DAY SC VENTURES
|
||
|
By:
BlueDay Limited
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Address:
|
||
|
0xx
Xxxxx
|
||
|
000
Xxxx Xxxxxx
|
||
|
PO
Box 3342
|
||
|
Road
Town
|
||
|
Tortola
|
||
|
British
Virgin
Islands
|
||
[Signature
Page to Security Agreement]
Schedule
1-A
Jurisdiction of
Incorporation & Qualifications to do Business
|
Grantor
|
Jurisdiction of
Incorporation
|
Former Jurisdiction
of
Incorporation
(past 5 years)
|
Qualifications
to do Business
|
Organizational
Identification
Number
|
||||
|
Stratos Renewables Corporation
|
Nevada
|
Nevada
|
Nevada
|
C26225-2004
|
||||
|
Xxxxxxx xxx Xxxx X.X.X.
|
Xxxx
|
Xxxx
|
Xxxx
|
20515769774
|
||||
|
Arena Verde S.A.C.
|
Peru
|
Peru
|
Peru
|
20519314836
|
||||
|
Green Sands, Inc.
|
Nevada
|
Nevada
|
Nevada
|
E0348782008-3
|
List of
Tradenames
|
Grantor
|
Tradenames (including any used in the preceding 5
years)
|
|
|
N/A
|
List of Asset
Locations
|
Grantor
|
Location (Address)
|
If assets are held in the possession of a third
party indicate the name of such third party
and their address and phone number
|
||
|
Stratos
Renewables
Corporation
|
0000
Xxxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
|
|||
|
Green
Sands, Inc.
|
0000
Xxxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
|
|||
|
Stratos
del Peru S.A.C.
|
Xx.
Xxxxxxx x Xxxxxx 000, xx. 000
Xxx
Xxxxxx, Xxxx, Xxxx
|
|||
|
Arena
Verde S.A.C.
|
Xx.
Xxxxxxx x Xxxxxx 000, xx. 000
Xxx
Xxxxxx, Xxxx, Xxxx
|
|||
|
Arena
Verde S.A.C.
|
Lote
S/N Ex Cooperativa Xxxxxxxx del Norte, Distrito y Provincia de Chepen,
Departamento de la Libertad, Perú
|
|||
|
Arena
Verde S.A.C.
|
Xxxxx
Xxx Xxxxxxxxx 000, Xxx. Xxxxx Xxxxxxxx, Xxxxxxxxx de Chiclayo,
Departamento de Lambayeque, Perú
|
Location
of Chief Executive Office of each Grantor
(including any other
locations where books and records are maintained)
|
Grantor
|
Location
|
|
|
Stratos
Renewables Corporation
|
0000
Xxxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx,
XX 00000
|
|
|
Stratos
del Peru S.A.C.
|
Xx.
Xxxxxxx x Xxxxxxx 000, xx. 000 Xxx Xxxxxx, Xxxx, Xxxx
|
|
|
Arena
Verde S.A.C.
|
Xx.
Xxxxxxx x Xxxxxxx 000, xx. 000 Xxx Xxxxxx, Xxxx, Xxxx
|
|
|
Green
Sands, Inc.
|
0000
Xxxxxx Xxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx,
XX 00000
|
Commercial Tort
Claims
None.
Schedule
1-B
List of Deposit
Accounts
|
Grantor
|
Depository Bank
|
Account Number
|
Account Type
|
Contact Information*
|
||||
|
Stratos
Renewables Corporation
|
1st
Century Bank
|
2100011085
|
Checking
|
Xxxxxx
Xxxxx
0000
Xxxxxxx Xxxx Xxxx
Xxxxx
0000
Xxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
|
||||
|
Green
Sands, Inc.
|
Bank
of America
|
02456-72086
|
Checking
|
Xxxxxxx
Hills Main Xxxxxx
000
Xx. Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx, XX 00000
Tel: 000-000-0000
|
||||
|
Stratos
del Peru S.A.C.
|
Scotiabank
|
009-170-000003061761-27
|
US$
Checking
|
Xxxxxxxxx
Xxxxxxx Xxxxxxx
Xx.
Xxxxxxxx Xxxxxxxx Xx. 000
Xxx
Xxxxxx, Xxxx, Xxxx
Tel: x000-000-0000
Tel: x000-000-0000
X-0000
|
||||
|
Stratos
del Peru S.A.C.
|
Banco
Continental
|
000-000-00000000000000
|
US$
Checking
|
Xxxxxxxx
Xxxxxxxxxx
Ave.
Republica de Xxxxxx Xx. 0000
Xxx
Xxxxxx, Xxxx, Xxxx
Tel: x000-000-0000
|
||||
|
Arena
Verde S.A.C.
|
Banco
de Credito del Peru
|
002-193-00173542134-17
|
US$
Checking
|
Xxxxxxx
Xxxxxxxxx
Xx.
Xxx xx Xxxx 0000
Xxx
Xxxxxx, Xxxx, Xxxx
Tel: x000-000-0000
Tel: x000-000-0000
|
||||
|
Arena
Verde S.A.C.
|
Banco
de Credito del Peru
|
002-193-001772225171-11
|
US$
Checking
|
Xxxxxxx
Xxxxxxxxx
Xx.
Xxx xx Xxxx 0000
Xxx
Xxxxxx, Xxxx, Xxxx
Tel: x000-000-0000
Tel: x000-000-0000
|
List of Securities
Accounts
|
Grantor
|
Bank/Brokerage
|
Account Number
|
Account Type
|
Contact Information*
|
||||
|
N/A
|
* Contact
Information: include name of banker/broker, address, phone, fax,
& email address
Schedule
1-C
List
of Pledged Collateral
|
Grantor
|
Issuer
|
Certificate
Number1
|
Shares or
Interests
Pledged
|
Shares
Issued
&
Outstanding
|
Shares
Authorized
|
Percentage
Ownership
|
||||||||||||||||
|
Stratos
Renewables Corporation
|
Stratos
del Peru S.A.C.
|
26
|
8,991,999 | 8,992,000 |
Not
applicable
|
99.99 | % | |||||||||||||||
|
Stratos
Renewables Corporation
|
Green
Sands, Inc.
|
C-1
|
1,000 | 1,000 | 200,000,000 | 100 | % | |||||||||||||||
|
Green
Sands, Inc.
|
Arena
Verde S.A.C.
|
8
|
49,999 | 50,000 |
Not
applicable
|
99.99 | % | |||||||||||||||
Schedule
1-D
Trademarks
|
Grantor
|
Trademark
|
Jurisdiction
|
Application/Registration
No.
|
Application/Registration
Date
|
||||
|
Stratos
del Peru S.A.C.
|
Stratos
Renewables Corporation (Standard Character Xxxx)
|
USPTO
|
77/397050
|
May
12, 0000
|
||||
|
Xxxxxxx
xxx Xxxx S.A.C.
|
|
Stratos
Renewables Corporation (and Design)
|
|
USPTO
|
|
77/387132
|
|
May
12, 2009
|
Patents
|
Grantor
|
Patent
|
Jurisdiction
|
Application/Registration
No.
|
Application/Registration
Date
|
||||
|
N/A
|
1 If
Pledged Collateral is uncertificated, indicate “uncertificated” in this
column.
Copyrights
|
Grantor
|
Copyright
|
Jurisdiction
|
Registration No.
|
Registration Date
|
||||
|
N/A
|
