COPYRIGHT SECURITY AGREEMENT
This
Copyright Security Agreement (this "Copyright
Security Agreement"), dated
as
of July
30,
2007, is made by Twistbox Entertainment, Inc., a Delaware corporation, located
at 00000
Xxxxxxx Xxxx., Xxxxxxx Xxxx, XX 00000 (the "Grantor"), in
favor
of ValueAct SmallCap
Master Fund, L.P.,
a
British
Virgin Islands limited partnership, located at 000 Xxxxxxx Xxxxxx,
Xxx Xxxxxxxxx, XX 00000, in its capacity as collateral agent for the benefit
of
the Secured Parties pursuant to the Guarantee and Security Agreement (defined
below) dated July 30,
2007
(in such capacity, the "Collateral
Agent").
WITNESSETH:
WHEREAS,
reference is made to the Securities Purchase Agreement, dated as of July 30,
2007,
among the Grantor, the Subsidiary Guarantors, and the Investor (as amended,
supplemented
or otherwise modified from time to time, the "Securities
Purchase Agreement");
WHEREAS,
the Investor has agreed to purchase the Senior Secured Notes from the
Grantor
pursuant to, and upon
the
terms and subject to the conditions specified in, the Securities Purchase
Agreement;
WHEREAS,
as a condition to the obligation of the Investor to purchase the Senior
Secured
Notes under the Security Purchase Agreement, Grantor, the Subsidiary Guarantors,
Investor and the Collateral Agent have entered into a Guarantee and Security
Agreement dated July
30,
2007 (the "Security
Agreement") pursuant
to which the Grantor is required to execute and
deliver this Copyright Security Agreement;
NOW,
THEREFORE, in consideration of the premises and as a condition to the
obligation
of the Investor to purchase the Senior Secured Notes, the Grantor and the
Collateral Agent
hereby agree as follows:
SECTION
1. Defined
Terms. Unless
otherwise defined herein, capitalized terms used herein have the meaning given
to them in the Security Agreement.
SECTION
2. Grant
of Security Interest in Copyright Collateral. As
security for the payment
or performance, as applicable, in full of the Obligations, the Grantor hereby
pledges and grants
to
the Collateral Agent, for the ratable benefit of the Secured Parties, a lien
on
and security interest in and to all of its right, title and interest in, to
and
under all the following property
of the Grantor, wherever located, whether now existing or hereafter arising
or
acquired from
time
to time (all of which being hereinafter collectively referred to as, the
"Copyright Collateral"):
|
(a)
|
(i)
all copyright rights in any work subject to the copyright laws of
the
United States
or any other country, whether as author, assignee, transferee or
otherwise, and
(ii) all registrations and applications for registration of any such
copyright in the United States or any other country, including
registrations, recordings, supplemental
registrations and pending applications for registration in the United
States
Copyright Office or any similar offices in the United States or any
other country,
including those copyright rights described on Schedule 1 attached
hereto;
and
|
[Signature
Page to Copyright Security Agreement]
1
|
(b)
|
all
Proceeds, products, substitutions, accessions, rents and profits
of or in
respect of
any of the foregoing.
|
SECTION
3. Security
Agreement. The
security interest granted pursuant to this Copyright Security Agreement is
granted in conjunction with the security interest granted to the Collateral
Agent pursuant to the Security Agreement, and the Grantor hereby acknowledges
and affirms that the rights and remedies of the Collateral Agent with respect
to
the security interest in the
Copyright Collateral made and granted hereby are more fully set forth in the
Security Agreement,
the terms and provisions of which are incorporated by reference herein as if
fully set forth
herein. In the event that any provision of this Copyright Security Agreement
is
deemed to conflict with the Security Agreement, the provisions of the Security
Agreement shall control.
SECTION
4. Termination.
Upon the
full payment and performance of the Obligations and
termination of the Security Agreement, upon written request of the Grantor,
the
Collateral Agent
shall execute, acknowledge, and deliver to the Grantor an instrument in writing
in recordable
form releasing the collateral pledge, grant, assignment, lien on and security
interest in the Copyright Collateral under this Copyright Security
Agreement.
SECTION
5. Governing
Law. THIS
COPYRIGHT SECURITY AGREEMENT SHALL
BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE
STATE OF NEW YORK.
SECTION
6. Counterparts. This
Copyright Security Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which
shall
constitute
an original, but all of which, whentaken
together, shall constitute but one contract. Delivery
of an executed counterpart of this Copyright Security Agreement by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Copyright
Security Agreement.
[Signature
Page Follows]
2
IN
WITNESS
WHEREOF, the Grantor has caused this Copyright Security Agreement to
be
executed and delivered by its duly authorized officer as of the date first
set
forth above.
|
TWISTBOX
ENTERTAINMENT, INC.
as
Grantor
|
||
| |
|
|
| By: | /s/ Xxx Xxxxx | |
|
Name:
XXX
XXXXX
|
||
| Title: PRES. /CEO | ||
| Sworn to and subscribed before me this 31 day of July, 2007 | |
|
/s/
Xxxx X. Xxxxxxx
Notary Public |
|
 |
[Signature
Page to Copyright Security Agreement]
3
IN
WITNESS
WHEREOF, the Grantor has caused this Copyright Security Agreement to
be
executed and delivered by its duly authorized officer as of the date first
set
forth above.
Accepted
and Agreed:
|
VALUEACT
SMALLCAP MASTER FUND, L.P.
as
Collateral Agent
|
|||
| By Its General Partner, VA SmallCap Partners, LLC | |||
| By: /s/ Xxxxx Xxxxxxxx | |||
|
Name:
XXXXX XXXXXXXX
|
|||
|
Title:
MANAGING
MEMBER
|
Sworn
to
and subscribed before me
this
1st
day
of AUGUST, 2007.
/s/
Xxxxxx X. Xxxxxx
Notary
Public
|
STATE
OF CALIFORNIA
COUNTY
OF SAN FRANASCO
|
|
 |
[Signature
Page to Copyright Security Agreement]
4
SCHEDULE
1
to
COPYRIGHT
SECURITY AGREEMENT
COPYRIGHT
REGISTRATIONS AND APPLICATIONS
| Jurisdiction |
Title
|
Registration
No.
|
Registration
Date
|
Status/
Comments
|
||||
|
United
States
|
Content
rating matrix
|
TX6507607
|
10/06/2006
|
Registered
|
5
