GUARANTOR SECURITY AGREEMENT
THIS
GUARANTOR SECURITY AGREEMENT (this “Security
Agreement”)
is
made as of September 28, 2007, by and between Xeni
Medical Systems, Inc., a corporation organized under the laws of the State
of
Delaware
(“Debtor”),
and
VICIS CAPITAL MASTER FUND (“Vicis”),
a
series
of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman
Islands.
RECITAL
S
A. Debtor
is
either a direct or an indirect wholly-owned subsidiary of MDWERKS, INC., a
Delaware corporation (“Issuer”).
B. Pursuant
to a Securities Purchase Agreement of even date herewith by and between Vicis
and Issuer (as amended or modified from time to time, the “Securities
Purchase Agreement”),
Issuer has issued to Vicis and Vicis has purchased from Issuer $2,000,000 in
shares of the Issuer’s Series B Convertible Preferred Stock, par value $.001 per
share (the “Preferred
Shares”).
C. It
is a
condition precedent to Vicis’s acquisition of the Preferred Shares that the
Debtor execute and deliver to Vicis a security agreement in the form hereof
to
secure its obligations,
covenants and agreements contained in its Guaranty, dated of even date herewith,
in favor of Vicis.
This is
the Guarantor Security Agreement referred to in the Securities Purchase
Agreement.
AGREEMENTS
In
consideration of the Recitals and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees
with Vicis as follows:
ARTICLE
I
DEFINITIONS
Capitalized
terms used herein but not defined herein shall have the respective meanings
given to them in the Securities Purchase Agreement. Terms not otherwise defined
herein and defined in the UCC shall have, unless the context otherwise requires,
the meanings set forth in the UCC as in effect on the date hereof (except that
the term “document” shall only have the meaning set forth in the UCC for
purposes of clause (d) of the definition of Collateral). When used in this
Security Agreement, the following terms shall have the following
meanings:
Accounts.
“Accounts” shall mean all accounts, including without limitation all rights to
payment for goods sold or services rendered that are not evidenced by
instruments or chattel paper, whether or not earned by performance, and any
associated rights thereto.
Collateral.
“Collateral” shall mean, subject to any limitations or qualifications set forth
in Section 2.1 hereof, all personal properties and assets of Debtor, wherever
located, whether tangible or intangible, and whether now owned or hereafter
acquired or arising, including without limitation:
(a) all
Inventory and documents relating to Inventory;
(b) all
Accounts and documents relating to Accounts;
(c) all
equipment, fixtures and other goods, including without limitation machinery,
furniture and trade fixtures;
(d) all
general intangibles (including without limitation payment intangibles, software,
customer lists, sales records and other business records, contract rights,
causes of action, and licenses, permits, franchises, patents, copyrights,
trademarks, and goodwill of the business in which the trademark is used, trade
names, or rights to any of the foregoing), promissory notes, contract rights,
chattel paper, documents, letter-of-credit rights and instruments;
(e) [intentionally
omitted];
(f) (i)
all
deposit accounts and (ii) all cash and cash equivalents deposited with or
delivered to Vicis from time to time and pledged as additional security for
the
Obligations;
(g) all
investment property;
(h) all
commercial tort claims; and
(i) all
additions and accessions to, all spare and repair parts, special tools,
equipment and replacements for, and all supporting obligations, proceeds and
products of, any and all of the foregoing assets described in Sections (a)
through (h), inclusive, above.
Notwithstanding
the foregoing, “Collateral” shall not include (i) any general intangibles or
other rights arising under any contracts, instruments, licenses or other
documents to the extent that the grant of a lien or the Security Interest
therein would (A) result in a breach of the terms of, or constitute a default
under, such contract, instrument, license, agreement or other document (other
than to the extent that any such term
would be
rendered ineffective pursuant to Section 9-406, 9-407 or 9-408 of the UCC or
any
successor provision of the UCC of any relevant jurisdiction or other applicable
law) or (B) give any other party to such contract, instrument, license or other
document the right to terminate its obligations thereunder pursuant to a valid
and enforceable provision (including without limitation in connection with
the
operation of Section 9-406, 9-407 or 9-408 of the UCC or any other applicable
law), (ii) any personal property (including motor vehicles) in respect of which
perfection of a lien or security interest is not either (A) governed by the
UCC
or (B) accomplished by appropriate evidence of the lien being recorded in the
United States Copyright Office or the United States Patent and Trademark Office,
or (iii) any property subject to any pledge agreement.
Event
of Default.“Event
of Default” shall have the meaning specified in the Securities Purchase
Agreement.
2
Inventory.
“Inventory” shall mean all inventory, including without limitation all goods
held for sale, lease or demonstration or to be furnished under contracts of
service, goods leased to others, trade-ins and repossessions, raw materials,
work in process and materials used or consumed in Debtor’s business, including,
without limitation, goods in transit, wheresoever located, whether now owned
or
hereafter acquired by Debtor, and shall include such property the sale or other
disposition of which has given rise to Accounts and which has been returned
to
or repossessed or stopped in transit by Debtor.
Obligations.
“Obligations” shall mean all debts, liabilities, obligations, covenants and
agreements of Debtor contained in the Guaranty, dated of even date herewith,
by
Debtor in favor of Vicis.
Person.
“Person” shall mean and include an individual, partnership, corporation, trust,
unincorporated association and any unit, department or agency of
government.
Security
Agreement.
“Security Agreement” shall mean this Guarantor Security Agreement, together with
the schedules attached hereto, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
hereof.
Security
Interest.
“Security Interest” shall mean the security interest of Vicis in the Collateral
granted by Debtor pursuant to this Security Agreement.
UCC.
“UCC”
shall mean the Uniform Commercial Code as adopted in Delaware and in effect
from
time to time.
ARTICLE
II
THE
SECURITY INTEREST; REPRESENTATIONS AND WARRANTIES
2.1 The
Security Interest.
(a) To
secure
the full and complete payment and performance when due (whether at stated
maturity, by acceleration, or otherwise) of each of the Obligations, Debtor
hereby grants to Vicis, subject to Section 2.1(b) hereof, a second-priority,
subordinated security interest in all of Debtor’s right, title and interest in
and to the Collateral.
(b) Notwithstanding
Section 2.1(a) above, Vicis hereby agrees that, in the event that Debtor and/or
any of its subsidiaries should incur any Permitted Senior Indebtedness
in
accordance with the terms of the Securities Purchase Agreement,
Vicis,
at the option or discretion of the lender extending the financing facility
underlying the Permitted Senior Indebtedness, promptly will release or expressly
subordinate to such lender Vicis’ Security Interest, if any, in Accounts,
security interests in client assets, loan documents, reserve accounts and the
proceeds thereof, in each case to the extent that any of the foregoing secures
Debtor’s or any of its subsidiaries’ obligations under any Permitted Senior
Indebtedness.
2.2 Representations
and Warranties.
Debtor
hereby represents and warrants to Vicis that:
(a) The
records of Debtor with respect to the Collateral are presently located only
at
the address(es) listed on Schedule
1
attached
to this Security Agreement.
3
(b) The
Collateral is presently located only at the location(s) listed on Schedule 1
attached
to this Security Agreement.
(c) The
chief
executive office and chief place(s) of business of Debtor are presently located
at the address(es) listed on Schedule
1
to this
Security Agreement.
(d) Debtor
is
a Delaware corporation and its exact legal name is set forth in the definition
of “Debtor” in the introductory paragraph of this Security Agreement. The
organization identification number of Debtor is listed on Schedule
1
to this
Security Agreement.
(e) All
of
Debtor’s present patents and trademarks, if any, including those that have been
registered with, or for which an application for registration has been filed
in,
the United States Patent and Trademark Office are listed on Schedule
2
attached
to this Security Agreement. All of Debtor’s present copyrights registered with,
or for which an application for registration has been filed in, the United
States Copyright Office or any similar office or agency of any state or any
other country are listed on Schedule
2
attached
to this Security Agreement.
(f) Debtor
has good title to, or valid leasehold interest in, all of the Collateral, and
there are no Liens on any of the Collateral except Permitted Liens.
2.3 Authorization
to File Financing Statements.
Debtor
hereby irrevocably
authorizes Vicis at any time and from time to time to file in any UCC
jurisdiction any initial financing statements and amendments thereto that (a)
indicate the Collateral (i) as all assets of Debtor or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the UCC or such other jurisdiction, or (ii)
as
being of an equal or lesser scope or with greater detail, and (b) contain any
other information required by part 5 of Article 9 of the UCC for the sufficiency
of filing office acceptance of any financing statement or amendment, including
whether Debtor is an organization, the type of organization and any state or
federal organization identification number issued to Debtor. Debtor agrees
to
furnish any such information to Vicis promptly upon written request.
ARTICLE
III
AGREEMENTS
OF DEBTOR
From
and
after the date of this Security Agreement, and until all of the Obligations
are
paid in full, Debtor shall:
3.1 Sale
of Collateral.
Not
sell, lease, transfer or otherwise dispose of Collateral or any interest
therein, except as provided for in the Securities Purchase Agreement and for
sales of Inventory in the ordinary course of business.
3.2 Maintenance
of Security Interest.
(a) At
the
expense of Debtor, defend the Security Interest against any and all claims
of
any Person adverse to Vicis (but only to the extent the claim of such adverse
Person is subordinate or junior to the interest of Vicis) and take such action
and execute such financing statements and other documents as Vicis may from
time
to time reasonably request in writing to maintain the perfected status of the
Security Interest. Debtor shall not further encumber or grant a security
interest in any of the Collateral except as provided for in the Securities
Purchase Agreement.
4
(b) Debtor
further agrees to take any other commercially reasonable action reasonably
requested in writing by Vicis to ensure the attachment, perfection and second
priority of, and the ability of Vicis to enforce its security interest in any
and all of the Collateral including, without limitation, (i) executing,
delivering and, where appropriate, filing financing statements and amendments
relating thereto under the UCC, to the extent, if any, that Debtor’s signature
thereon is required therefor, (ii) complying with any provision of any statute,
regulation or treaty of the United States as to any Collateral if compliance
with such provision is a condition to attachment, perfection or priority of,
or
ability of Vicis to enforce, its security interest in such Collateral, (iii)
taking all actions required by any earlier versions of the UCC (to the extent
applicable) or by other law, as applicable in any relevant UCC jurisdiction,
or
by other law as applicable in any foreign jurisdiction, and (iv) obtaining
waivers from landlords where any material portion of the tangible Collateral
is
located in form and substance reasonably satisfactory to Vicis.
3.3 Locations.
Give
Vicis at least thirty (30) days prior written notice of Debtor’s intention to
relocate the tangible Collateral (other than Inventory in transit) or any of
the
records relating to the Collateral from the locations listed on Schedule
1
attached
to this Security Agreement, in which event Schedule
1
shall be
deemed amended to include the new location. Any additional filings or refilings
requested in writing by Vicis as a result of any such relocation in order to
maintain the Security Interest in such Collateral shall be at Debtor’s
expense.
3.4 Insurance.
Maintain
insurance (including, without limitation, commercial general liability and
property insurance) with respect to the Collateral consisting of tangible
personal property in such amounts, against such risks, in such form and with
responsible and reputable insurance companies or associations as is required
by
any governmental authority having jurisdiction with respect thereto or as is
carried generally in accordance with sound business practice by companies in
similar businesses similarly situated. Debtor will obtain lender’s loss payable
endorsements on applicable insurance policies in favor of Vicis and will provide
to Vicis certificates of such insurance or copies thereof. Debtor shall use
commercially reasonable efforts to cause each insurer to agree, by endorsement
on the policy or policies or certificates of insurance issued by it or by
independent instrument furnished to Vicis, that such insurer will give thirty
(30) days written notice to Vicis before such policy will be altered or
canceled. No settlement of any insurance claim shall be made without Vicis’s
prior consent, which consent will not be unreasonably withheld, conditioned
or
delayed. In the event of any insured loss, Debtor shall promptly notify Vicis
thereof in writing, and, after an Event of Default shall have occurred and
be
continuing, Debtor hereby authorizes and directs any insurer concerned to make
payment of such loss directly to Vicis as its interest may appear. Vicis is
authorized, in the name and on behalf of Debtor, to make proof of loss and
to
adjust, compromise and collect, in such manner and amounts as it reasonably
shall determine, all claims under all policies; and Debtor agrees to sign,
on
written demand of Vicis, all receipts, vouchers, releases and other instruments
which may be necessary in aid of this authorization. After an Event of Default
shall have occurred and be continuing, the proceeds of any insurance from loss,
theft, or damage to the Collateral shall be held in a segregated account
established by Vicis and disbursed and applied at the discretion of Vicis,
either in reduction of the Obligations or applied toward the repair, restoration
or replacement of the Collateral.
5
3.5 Name;
Legal Status.
(a)
Without providing at least 30 days prior written notice to Vicis, Debtor will
not change its name, its place of business or, if more than one, chief executive
office, or its mailing address or organizational identification number if it
has
one, (b) if Debtor does not have an organizational identification number and
later obtains one, Debtor shall forthwith notify Vicis of such organizational
identification number, and (c) Debtor will not change its type of organization
or jurisdiction of organization.
ARTICLE
IV
RIGHTS
AND REMEDIES
4.1 Right
to Cure.
In
case
of failure by Debtor after receipt of written notice from Vicis to procure
or
maintain insurance, or to pay any fees, assessments, charges or taxes (subject
to Debtor’s right to contest in good faith, such assessments, charges or taxes)
arising with respect to the Collateral, Vicis shall have the right, but shall
not be obligated, to effect such insurance or pay such fees, assessments,
charges or taxes, as the case may be, and, in that event, the cost thereof
shall
be payable by Debtor to Vicis immediately upon demand, together with interest
at
an annual rate of 8% from the date of disbursement by Vicis to the date of
payment by Debtor. If Vicis effects any insurance on behalf of Debtor, Debtor
thereafter may cancel such insurance so effected after providing Vicis with
evidence that Debtor has obtained insurance as required by this Security
Agreement.
4.2 Rights
of Parties.
Upon
the occurrence and during the continuance of an Event of Default, in addition
to
all the rights and remedies provided in the Transaction Documents or in
Article 9 of the UCC and any other applicable law, Vicis may (but is under
no obligation so to do):
(a) require
Debtor to assemble the Collateral at a place designated by Vicis, which is
reasonably convenient to the parties; and
(b) take
physical possession of Inventory and other tangible Collateral and of Debtor’s
records pertaining to all Collateral that are necessary to properly administer
and control the Collateral or the handling and collection of Collateral, and
sell, lease or otherwise dispose of the Collateral in a commercially reasonable
manner in whole or in part, at public or private sale, on or off the premises
of
Debtor; and
(c) collect
any and all money due or to become due and enforce in Debtor’s name all rights
with respect to the Collateral; and
(d) settle,
adjust or compromise any dispute with respect to any Account; and
(e) receive
and open mail addressed to Debtor; and
6
(f) on
behalf
of Debtor, endorse checks, notes, drafts, money orders, instruments or other
evidences of payment.
4.3 Power
of Attorney.
Upon
the occurrence and during the continuance of an Event of Default, Debtor does
hereby constitute and appoint Vicis as Debtor’s true and lawful attorney with
full power of substitution for Debtor in Debtor’s name, place and stead for the
purposes of performing any obligation of Debtor under this Security Agreement
and taking any action and executing any instrument which Vicis may deem
necessary or advisable to perform any obligation of Debtor under this Security
Agreement, which appointment is irrevocable and coupled with an interest, and
shall not terminate until the Obligations are paid in full.
4.4 Right
to Collect Accounts.
Upon
the occurrence and during the continuance of an Event of Default, and without
limiting Debtor’s obligations under the Transaction Documents: (a) Debtor
authorizes Vicis to notify any and all debtors on the Accounts to make payment
directly to Vicis (or to such place as Vicis may direct); (b) Debtor agrees,
on
written notice from Vicis, to deliver to Vicis promptly after receipt thereof,
in the form in which received (together with all necessary endorsements), all
payments received by Debtor on account of any Account; and (c) Vicis may, at
its
option, apply all such payments against the Obligations or remit all or part
of
such payments to Debtor.
4.5 Reasonable
Notice. Written
notice, when required by law, sent in accordance with the provisions of Section
12.6 of the Securities Purchase Agreement and given at least ten (10) calendar
days (counting the day of sending) before the date of a proposed disposition
of
the Collateral shall be reasonable notice.
4.6 Limitation
on Duties Regarding Collateral. The
sole duty of Vicis with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
UCC
or otherwise, shall be to deal with it in the same manner as Vicis deals with
similar property for its own account. Neither Vicis nor any of its directors,
officers, employees or agents, shall be liable for failure to demand, collect
or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of Debtor or otherwise.
4.7 Lock
Box; Collateral Account.
This
Section 4.7 shall be effective only upon the occurrence and during the
continuance of an Event of Default. If Vicis so requests in writing, Debtor
will
direct each of its debtors on the Accounts to make payments due under the
relevant Account or chattel paper directly to a special lock box to be under
the
control of Vicis. Debtor hereby authorizes and directs Vicis to deposit into
a
special collateral account to be established and maintained by Vicis all checks,
drafts and cash payments received in said lock box. All deposits in said
collateral account shall constitute proceeds of Collateral and shall not
constitute payment of any Obligation until so applied. At its option, Vicis
may,
at any time, apply finally collected funds on deposit in said collateral account
to the payment of the Obligations, in the order of application set forth in
Section
4.8,
or
permit Debtor to withdraw all or any part of the balance on deposit in said
collateral account. If a collateral account is so established, Debtor agrees
that it will promptly deliver to Vicis, for deposit into said collateral
account, all payments on Accounts and chattel paper received by it. All such
payments shall be delivered to Vicis in the form received (except for Debtor’s
endorsement where necessary). Until so deposited, all payments on Accounts
and
chattel paper received by Debtor shall be held in trust by Debtor for and as
the
property of Vicis and shall not be commingled with any funds or property of
Debtor.
7
4.8 Application
of Proceeds.
Vicis
shall apply the proceeds resulting from any sale or disposition of the
Collateral in the following order:
(a) to
the
reasonable costs of any sale or other disposition;
(b) to
the
reasonable expenses incurred by Vicis in connection with any sale or other
disposition, including attorneys’ fees;
(c) to
the
payment of the Obligations then due and owing in any order selected by Vicis
in
a commercially reasonable manner; and
(d) to
Debtor.
4.9 Other
Remedies. No
remedy herein conferred upon Vicis is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Security Agreement and the
Transaction Documents now or hereafter existing at law or in equity or by
statute or otherwise. No failure or delay on the part of Vicis in exercising
any
right or remedy hereunder shall operate as a waiver thereof nor shall any single
or partial exercise of any right hereunder preclude other or further exercise
thereof or the exercise of any other right or remedy.
ARTICLE
V
MISCELLANEOUS
5.1 Expenses
and Attorneys’ Fees.
Debtor
shall pay all fees and expenses incurred by Vicis, including the reasonable
fees
of counsel, in connection with the preparation, administration and amendment
of
this Security Agreement and the protection, administration and enforcement
of
the rights of Vicis under this Security Agreement or with respect to the
Collateral, including without limitation the protection and enforcement of
such
rights in any bankruptcy.
5.2 Setoff.
Debtor
agrees that, upon the occurrence and during the continuance of an Event of
Default, Vicis shall have all rights of setoff and bankers’ lien provided by
applicable law.
5.3 Assignability;
Successors.
Debtor’s rights and liabilities under this Security Agreement are not assignable
or delegable, in whole or in part, without the prior written consent of Vicis.
The provisions of this Security Agreement shall inure to the benefit of and
be
binding upon the successors and assigns of the parties.
5.4 Survival.
All
agreements, representations and warranties made in this Security Agreement
or in
any document delivered pursuant to this Security Agreement shall survive the
execution and delivery of this Security Agreement, and the delivery of any
such
document.
8
5.5 Governing
Law.
This
Security Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York applicable to contracts
made
and wholly performed within such state.
5.6 Execution;
Headings.
This
Security Agreement may be executed in two or more counterparts, all of which
when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the
same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of
the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.
The article and section headings in this Security Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.
5.7 Notices.
All
communications or notices required or permitted by this Security Agreement
shall
be given to Debtor (to be delivered care of Issuer) in accordance with Section
12.6 of the Securities Purchase Agreement.
5.8 Amendment.
No
amendment of this Security Agreement shall be effective unless in writing and
signed by Debtor and Vicis.
5.9 Severability.
Any
provision of this Security Agreement which is prohibited or unenforceable in
any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Security Agreement in such jurisdiction or affecting the
validity or enforceability of any provision in any other
jurisdiction.
5.10 WAIVER
OF RIGHT TO JURY TRIAL.
EACH
OF
THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ANY
CONTROVERSY THAT MAY ARISE UNDER THIS SECURITY AGREEMENT.
5.11 Submission
to Jurisdiction.
(a) EACH
OF
THE PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
THE STATE AND COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS SECURITY AGREEMENT. EACH OF THE PARTIES TO THIS
SECURITY AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT
ANY
SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
9
(b) EACH
OF
THE PARTIES TO THIS SECURITY AGREEMENT HEREBY CONSENTS TO SERVICE OF PROCESS
BY
NOTICE IN THE MANNER SPECIFIED IN SECTION 12.6 OF THE SECURITIES PURCHASE
AGREEMENT AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE TO SERVICE OF PROCESS IN SUCH
MANNER. DEBTOR AGREES THAT SERVICE OF PROCESS MAY BE DELIVERED CARE OF
ISSUER.
(signature
page follows)
10
IN
WITNESS WHEREOF, this Guarantor Security Agreement has been executed as of
the
day and year first above written.
| XENI MEDICAL SYSTEMS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxx | |
|
Name:
Xxxxxx X. Xxxx
Title:
Chief Executive Officer
|
||
|
VICIS
CAPITAL MASTER FUND
By:
Vicis Capital LLC
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx | |
|
Name:
Xxxxx X. Xxxxxx
Title:
Chief Financial Officer
|
||
SCHEDULE
1 TO SECURITY AGREEMENT
Locations
of Collateral
Organizational
ID:
Xeni
Medical Systems, Inc. (Delaware Corporation)
00-0000000
Address
of Debtor’s records and chief executive office:
0000
XX
0xx
Xxxxxx
Xxxxx
X
Xxxxxxxxx
Xxxxx, XX 00000
Collateral
Locations:
0000
XX
0xx
Xxxxxx
Xxxxx
X
Xxxxxxxxx
Xxxxx, XX 00000
12
SCHEDULE
2 TO SECURITY AGREEMENT
Intellectual
Property
Organizational
ID:
Xeni
Medical Systems, Inc.
00-0000000
Patents
None
Trademarks
US
Trademark Application 10/78/621234 was filed for the name “MDWERKS” by Xeni
Medical Systems, Inc. on 5/5/2005. The
trademark was published for opposition in the Official Gazette on July 3, 2007.
If no opposition is filed within the time specified by law, the US
Patent
and Trademark Office
may
issue a Notice of Allowance.
Xeni
Medical Systems, Inc. intends to transfer the Trademark ownership to MDwerks,
Inc. following receipt of the Notice of Allowance.
Copyrights
None.
13
