SECURITY AGREEMENT
This Security Agreement (this "Agreement") is made and entered into as of
February 2, 2004, by and between xxxxxxxx.xxx, inc., a Delaware corporation
("theglobe"), Strategy Plus, Inc., a Vermont corporation ("Strategy"), Voiceglo
Holdings, Inc., a Delaware corporation ("Voiceglo"), Chips & Bits, Inc., a
Vermont corporation ("Chips"), Direct Partner Telecom, Inc., a Florida
corporation ("Direct") and TC Acquisition Holdings Corp., a Delaware corporation
("TC"), (Strategy, Voiceglo, Chips, Direct and TC are sometimes collectively
referred to herein as the "Subsidiaries," and together with theglobe, as the
"Grantors"), and the Investors listed on Schedule A hereto (collectively,
"Secured Parties").
RECITALS
A. Pursuant to that certain Note Purchase Agreement dated as of February
2, 2004 by and between theglobe and the Secured Parties (the "Note Purchase
Agreement"), Secured Parties have agreed to make certain advances of money to
Grantors in the amounts and manner set forth in the Note Purchase Agreement
(collectively, the "Loans") and as represented by one or more Demand Secured
Convertible Promissory Notes of even date (the "Bridge Notes").
B. In order to induce the Secured Parties to enter into the Note Purchase
Agreement and in furtherance of covenants and undertakings pursuant to the Note
Purchase Agreement, the Subsidiaries entered into an Unconditional Guaranty
Agreement (the "Guaranty") pursuant to which each agreed to guaranty the
obligations of theglobe under the Note Purchase Agreement, the promissory notes
issued thereunder and related documentation and agreed to secure such Guaranty
with a lien on their respective assets as provided herein (the Note Purchase
Agreement, promissory notes, Guaranty and this Agreement are sometimes
collectively referred to herein as the "Transaction Documents");
C. Subsidiaries acknowledge that they will substantially benefit,
economically and otherwise, from the theglobe executing the Note Purchase
Agreement and the proceeds of the loan derived therefrom;
D. Grantors wish to secure performance and payment of all obligations
under the Transaction Documents (the "Obligations") to the Secured Parties
pursuant to the Transaction Documents, this Agreement or otherwise, with all of
their tangible and intangible assets, including without limitation, goodwill,
intellectual property and Grantors' contractual rights with third parties, all
as further described on Exhibit A attached hereto. All terms used without
definition in this Agreement shall have the meaning assigned to them in the Note
Purchase Agreement. All terms used without definition in this Agreement or in
the Note Purchase Agreement shall have the meaning assigned to them in the UCC.
E. Secured Parties are willing to make the Loans to theglobe, but only
upon the condition, among others, that the Grantors shall have executed and
delivered to Secured Parties this Agreement.
NOW, THEREFORE, Grantors and the Secured Parties agree as follows:
1. Grant of Security Interest. To secure all of the Obligations, Grantors
grant to Secured Parties a security interest in the property described in
Exhibit A (the "Collateral"). Such security interest shall be shared on a pro
rata basis with those secured party investors (together with any of their
permitted assigns) listed on Exhibit A (the "Existing Secured Parties", and
together with the Secured Parties, the "Lien Holders") of that certain Security
Agreement dated May 22, 2003 (the "2003 Security Agreement") and whom hold
Secured Convertible Promissory Notes in the original principal amount of
$1,750,000 (the "Existing Notes").
2. Grantors' Representations and Warranties. Grantors represent, warrant,
and covenant, jointly and severally, as follows:
(a) Authorization. Grantors have authority and have obtained all
approvals and consents necessary to enter into this Agreement (including the
consent of the Existing Secured Parties), and Grantors' execution, delivery and
performance of this Agreement will not violate or conflict with the terms of
Grantors' Certificates of Incorporation or Bylaws or any statute, regulation,
ordinance, rule of law, agreement, contract, mortgage, indenture, xxxx, xxxx,
note, or other instrument or writing binding upon Grantors or to which Grantors
are subject.
(b) Title. The Collateral is owned by the Grantors and is free of
all liens, encumbrances and other security interests, other than the lien of
this Agreement, and liens attributable to any other agreement entered into by
the Grantors and Secured Parties in connection with the transactions
contemplated by the Note Purchase Agreement and the liens of the Existing
Secured Parties pursuant to the 2003 Security Agreement (collectively,
"Permitted Liens").
(c) Further Representations. Grantors further represent, warrant,
and covenant that (i) Grantors are not in default under any agreement under
which Grantors owe any money, or any agreement, the violation or termination of
which could reasonably be expected to have a material adverse effect on the
Grantors; (ii) the information, if any, provided by the Grantors to Secured
Parties pursuant to a request for such information from any Secured Party on or
prior to the date of this Agreement is true and correct in all material
respects; (iii) all financial statements and other information provided to any
Secured Party, if any, fairly present Grantors' financial condition as at the
respective dates thereof, and there has not been a material adverse change in
the financial condition of the Grantors since the date of the most recent of the
financial statements submitted to any Secured Party; (iv) Grantors are in
compliance with all laws and orders applicable to it where the failure to so
comply could reasonably be expected to have a material adverse effect on the
Grantors; (v) Grantors are not party to any litigation and are not, to their
knowledge the subject of any government investigation, and the Grantors have no
knowledge of any pending litigation or investigation or the existence of
circumstances that reasonably could be expected to give rise to such litigation
or investigation; (vi) Grantors' principal place of business is located at the
address specified in Section 9; and (vii) the representations and other
statements made by the Grantors to Secured Parties, do not, taken as a whole,
contain any untrue statement of a material fact or omit to state a material fact
necessary to make any statements made to Secured Parties not misleading.
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3. Covenants.
(a) Encumbrances. The parties acknowledged that a security interest
in the Collateral already exists under the 2003 Security Agreement in favor of
the Existing Secured Parties. Notwithstanding that security interest in the
Collateral under the 2003 Security Agreement, the Grantors shall not grant an
additional security interest in any of the Collateral or execute any financing
statements covering any of the Collateral in favor of any person or entity other
than Secured Parties or the Existing Secured Parties.
(b) Use of Collateral. The Collateral will not be used for any
unlawful purpose or in any way that will void any insurance required to be
carried in connection therewith. Grantors will keep the Collateral free and
clear of liens (other than Permitted Liens) and, as appropriate and applicable,
will keep it in good condition and repair, and will clean, shelter, and
otherwise care for the Collateral in all such ways as are considered good
practice by owners of like property.
(c) Indemnification. Grantors shall indemnify Secured Parties
against all losses, claims, demands and liabilities of any kind caused by the
Collateral.
(d) Perfection of Security Interest. Grantors shall execute and
deliver such documents as any Secured Party reasonably deems necessary to
create, perfect and continue the security interest in the Collateral
contemplated hereby.
(e) Insurance of Collateral. Grantors, at their expense, shall keep
the Collateral insured against loss or damage by fire, theft, explosion,
sprinklers, and all other hazards and risks, and in such amounts, as are
ordinarily insured against by other owners in similar businesses conducted in
the locations where Grantors' business is conducted on the date hereof. Grantors
shall also maintain insurance relating to Grantors' ownership and use of the
Collateral in amounts and of a type that are customary to businesses similar to
Grantors.
(f) Inventory. As to Collateral which is Inventory, Grantors agrees
(a) to the extent held in any warehouse or other third party storage facility,
to deliver immediately to Secured Parties or Secured Parties' nominee all
warehouse receipts or other documents otherwise entitling Grantors to possession
of the Collateral, (b) to execute and deliver to Secured Parties such financing
statements as any Secured Party may request with respect to the Inventory, (c)
to take such other steps as Secured Parties may from time to time reasonably
request to perfect Secured Parties' security interest in the Inventory under
applicable law, including, with respect to any portion of the Inventory held by,
or in the possession or under the control of any person or entity other than
Grantors, to obtain the agreement of such person or entity that Secured Parties
have a first priority security interest in the Inventory and that Secured
Parties may take or otherwise exercise control over such Inventory, free and
clear of any claims of such person or entity.
(g) Binding Agreement. Anything herein to the contrary
notwithstanding, (i) Grantors shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed; (ii) the exercise by Secured Parties of any of
the rights granted hereunder shall not release Grantors from any of their duties
or obligations under the contracts and agreements included in the Collateral;
and (iii) Secured Parties shall not have any obligation or liability under the
contracts and agreements included in the Collateral by reason of this Agreement,
nor shall Secured Parties be obligated to perform any of the obligations or
duties of the Grantors thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder.
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(h) Instruments. Grantors will deliver and pledge to Secured Parties
all Instruments that are part of the Collateral duly endorsed and accompanied by
duly executed instruments of transfer or assignment, all in form and substance
satisfactory to Secured Parties.
(i) Records. Grantors shall prepare and keep, in accordance with
generally accepted accounting principles consistently applied, complete and
accurate records regarding the Collateral and, if and when requested by a
Secured Party, shall prepare and deliver a complete and accurate schedule of all
the Collateral in such detail as a Secured Party may reasonably require.
(j) Inspection of Grantors' Books. Grantors shall permit Secured
Parties or its designee at reasonable times and from time to time to inspect
Grantors' books, records and properties and to audit and to make copies of
extracts from such books and records.
(k) Fees and Costs. Grantors shall pay all expenses, including
reasonable attorneys' fees, incurred by Secured Parties in the preservation,
realization, enforcement or exercise of any Secured Party's rights under this
Agreement.
(l) Further Assurances. At any time and from time to time, upon the
written request of a Secured Party, and at the sole expense of the Grantors,
Grantors shall promptly and duly execute and deliver any and all such further
instruments and documents and take such further action as a Secured Party may
reasonably deem desirable to obtain the full benefits of this Agreement and of
the rights and powers herein granted, including, without limitation, (i) to
secure all consents and approvals necessary or appropriate for the grant of a
security interest to Secured Parties in any Collateral held by Grantors or in
which Grantors have any rights not heretofore assigned, (ii) filing any
financing or continuation statements under the UCC with respect to the security
interests granted hereby, (iii) transferring Collateral to Secured Parties'
possession (if a security interest in such Collateral can be perfected by
possession), (iv) placing the interest of Secured Parties as lienholder on the
certificate of title (or other evidence of ownership) of any vehicle owned by
the Grantors or in or with respect to which the Grantors hold a beneficial
interest, (v) using its best efforts to obtain waivers of liens from landlords
and mortgagees, and (vi) causing each wholly-owned subsidiary which becomes a
subsidiary of theglobe after the effective date hereof to (A) join in the
Guaranty as an additional guarantor and (B) join in this Agreement as an
additional "Subsidiary" and "Grantor" within the meaning hereof. Grantors also
hereby authorize Secured Parties to file any such financing or continuation
statement without the signature of Grantors. If any amount payable under or in
connection with any of the Collateral is or shall become evidenced by any
Instrument, such Instrument, other than checks and notes received in the
ordinary course of business, shall be duly endorsed in a manner satisfactory to
Secured Parties and delivered to Secured Parties promptly upon Grantors' receipt
thereof.
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4. Events of Default. The occurrence of (i) any breach or default under
the Note Purchase Agreement (or any promissory note or other agreement or
instrument delivered in connection therewith, the Transaction Documents) (after
giving affect to any applicable notice and cure period thereunder) or (ii) the
breach of any representation under this Agreement (after notice of any such
breach from any Secured Party and expiration of a fifteen (15) day cure period
without cure of such breach to Secured Parties' satisfaction), or the failure to
perform any obligation under Section 3 of this Agreement, shall constitute an
"Event of Default" under this Agreement.
5. Remedies on Default.
(a) Upon the occurrence of an Event of Default, Secured Parties may
declare all amounts outstanding under the Note Purchase Agreement to be
immediately due and payable, and thereupon all such amounts shall be and become
immediately due and payable to the Secured Parties. Secured Parties shall have
all rights, privileges, powers and remedies provided by law, except as provided
below. The Secured Parties may not exercise any of the following remedies
unless: (i) all of the obligations owing the Existing Secured Parties secured by
the 2003 Security Agreement have been paid or (ii) such Existing Secured Parties
have declared the obligations owing them to likewise be in default, in which
event, the following remedies shall only be undertaken by vote, action or
consent of Lienholders holding at least a majority of the then aggregate
outstanding principle and interest under the Bridge Notes and Existing Notes:
i. Secured Parties may gather, take possession of, and sell or
otherwise dispose of, the Collateral in accordance with applicable law; and
ii. Secured Parties may use, operate, consume and sell the
Collateral in its possession as appropriate for the purpose of performing
Grantors' obligations with respect thereto to the extent necessary to satisfy
the obligations of Grantors.
(b) All payments received and amounts realized by Secured Parties
(or Lienholders, as applicable) shall be promptly applied and distributed by the
Secured Parties (or Lienholders, as applicable) in the following order of
priority:
i. first, to the payment of all costs and expenses, including
reasonable legal expenses and attorneys fees, incurred or made hereunder by
Secured Parties (or the Lienholders, as applicable), including any such costs
and expenses of foreclosure or suit, if any, and of any sale or the exercise of
any other remedy under this Section 5, and of all taxes, assessments or liens
superior to the lien granted under this Agreement;
ii. second, to payment to the Secured Parties (up to the
amount then owing under the Note Purchase Agreement) and, if with respect to any
of the actions described in subparagraphs (a) i. or ii. above; the Existing
Secured Parties, on a pro rata basis, based upon the respective amount of
principal and interest then outstanding to all of such Parties; and
iii. third, to the Grantors (to the extent of any surplus).
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6. Power of Attorney. Following an Event of Default, Grantors hereby
appoint Secured Parties, its attorney-in-fact to prepare, sign and file or
record, for Grantors in Grantors' name, any financing statements, applications
for registration and like papers and to take any other action deemed by Secured
Parties as necessary or desirable in order to perfect the security interest of
the Secured Parties hereunder, to dispose of any Collateral, and to perform any
obligations of the Grantors hereunder, at Grantors' expense, but without
obligation to do so. Any proceeds received from the foregoing actions of Secured
Parties will be distributed in accordance with Section 5(d) of this Agreement.
7. Remedies Cumulative. Subject only to the rights of the Existing Secured
Parties, the Secured Parties' rights and remedies under this Agreement and all
other agreements shall be cumulative. Each Secured Party shall have all other
rights and remedies not inconsistent herewith as provided under the Florida
Uniform Commercial Code (the "UCC"), by law, or in equity. No exercise by any
Secured Party of one right or remedy shall be deemed an election, and no waiver
by any Secured Party of any Event of Default shall be deemed a continuing
waiver. No delay by any Secured Party shall constitute a waiver, election, or
acquiescence by it. No waiver by any Secured Party shall be effective unless
made in a written document signed on behalf of such Secured Party and then shall
be effective only in the specific instance and for the specific purpose for
which it was given.
8. Grantors' Waivers. Secured Parties may, at their election, exercise or
decline or fail to exercise any right or remedy it may have against the Grantors
or any security held by Secured Parties, including without limitation the right
to foreclose upon any such security by judicial or nonjudicial sale, without
affecting or impairing in any way the liability of the Grantors hereunder.
Grantors waive any setoff, defense or counterclaim that the Grantors may have
against any Secured Party. Grantors waive any defense arising out of the
absence, impairment or loss of any right of reimbursement or subrogation or any
other rights against the Grantors. Grantors waive all rights to participate in
any security now or hereafter held by Secured Parties. Grantors waive all
presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance of this
Agreement and of the existence, creation, or incurring of new or additional
indebtedness.
9. Notices. Unless otherwise provided in this Agreement, all notices or
demands by any party relating to this Agreement or any other agreement entered
into in connection herewith shall be in writing and (except for financial
statements and other informational documents which may be sent by first-class
mail, postage prepaid) shall be personally delivered or sent by a recognized
overnight delivery service, certified mail, postage prepaid, return receipt
requested, or by telefacsimile to the Grantors or to Secured Parties, as the
case may be, at its addresses set forth below:
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If to Grantors: xxxxxxxx.xxx, inc.
Chips & Bits, Inc.
Strategy Plus, Inc.
Voiceglo Holdings, Inc.
TC Acquisition Holdings Corp.
Direct Partner Telecom, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
FAX: (000) 000-0000
with a copy to::
Xxxxxxxx X. Xxxxxx, Esq.
Xxxxxx X. "Rocky" Xxxxxxxx, II, Esq.
Proskauer Rose LLP
0000 Xxxxxx Xxxx, Xxxxx 000X
Xxxx Xxxxx, XX 00000
FAX: (000) 000-0000
If to a Secured Party: Xxxxxxx X. Xxxx and S. Xxxxxxxxxx Xxxx,
as Tenants by the Entireties
c/o xxxxxxxx.xxx, inc.
000 X. Xxxxxxx Xxxxxxxxx
00xx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X Xxxxxxxx
FAX: (000) 000-0000
with a copy to: Xxxxxxxx X. Xxxxxx, Esq.
Xxxxxx X. "Rocky" Xxxxxxxx, II, Esq.
Proskauer Rose LLP
0000 Xxxxxx Xxxx, Xxxxx 000X
Xxxx Xxxxx, XX 00000
FAX: (000) 000-0000
The parties hereto may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other.
10. Choice of Law and Venue; Jury Trial Waiver.
This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of Florida, without regard to principles of conflicts
of law. Each of Grantors and Secured Parties acknowledge that a substantial
portion of negotiations and anticipated performance and execution of this
Agreement occurred or shall occur in Broward County, Florida, and that,
therefore, without limiting the jurisdiction or venue of any other federal or
state courts, each of the parties irrevocably and unconditionally (a) agrees
that any suit, action or legal proceeding arising out of or relating to this
Agreement may be brought in the courts of record of the State of Florida in
Broward County or the court of the United States, Southern District of Florida;
(b) consents to the jurisdiction of each such court in any suit, action or
proceeding; (c) waives any objection which it may have to the laying of the
venue of any such suit, action or proceeding in any of such courts; and (d)
agrees that service of any court paper may be effected on such party by mail, as
provided in this Agreement, or in such other manner as may be provided under
applicable laws or court rules in said state. GRANTORS AND SECURED PARTIES EACH
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS
OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS
AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.
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11. General Provisions.
(a) Successors and Assigns. This Agreement shall bind and inure to
the benefit of the respective successors and permitted assigns of each of the
parties; provided, however, that neither this Agreement nor any rights hereunder
may be assigned by the Grantors without Secured Parties' prior written consent,
which consent may be granted or withheld in Secured Parties' sole discretion.
Each Secured Party shall have the right without the consent of or notice to the
Grantors to sell, transfer, negotiate, or grant participation in all or any part
of, or any interest in, such Secured Party's obligations, rights and benefits
hereunder.
(b) Indemnification. Grantors shall defend, indemnify and hold
harmless Secured Parties and their respective officers, employees, and agents
against: (a) all obligations, demands, claims, and liabilities claimed or
asserted by any other party in connection with Grantors' failure to comply with
the terms of this Agreement; and (b) all losses or expenses in any way suffered,
incurred, or paid by any Secured Party as a result of or in any way arising out
of, following, or consequential to Grantors' failure to comply with the terms of
this Agreement (including without limitation reasonable attorneys fees and
expenses), except for losses caused by any Secured Party's gross negligence or
willful misconduct.
(c) Time of Essence. Time is of the essence for the performance of
all obligations set forth in this Agreement.
(d) Severability of Provisions. Each provision of this Agreement
shall be severable from every other provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.
(e) Amendments in Writing, Integration. This Agreement cannot be
amended or terminated orally. All prior agreements, understandings,
representations, warranties, and negotiations between the parties hereto with
respect to the subject matter of this Agreement, if any, are merged into this
Agreement.
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(f) Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same Agreement.
(g) Survival. All covenants, representations and warranties made in
this Agreement shall continue in full force and effect so long as any
Obligations remain outstanding or any Secured Party has any obligation to make
Credit Extensions to the Grantors. The obligations of the Grantors to indemnify
the Secured Parties with respect to the expenses, damages, losses, costs and
liabilities described in Section (b) shall survive until all applicable statute
of limitations periods with respect to actions that may be brought against any
Secured Party have run.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
GRANTORS: SECURED PARTIES:
xxxxxxxx.xxx, inc. Xxxxxxx X. Xxxx and S. Xxxxxxxxxx Xxxx,
as Tenants by the Entireties
By:________________________________ ________________________________________
Name:______________________________ Xxxxxxx X. Xxxx
Title:_____________________________
________________________________________
S. Xxxxxxxxxx Xxxx
Chips & Bits, Inc., a Vermont corporation
By:________________________________
Name:______________________________
Title:_____________________________
Strategy Plus, Inc., a Vermont corporation
By:________________________________
Name:______________________________
Title:_____________________________
Voiceglo Holdings, Inc., a Delaware corporation
By:________________________________
Name:______________________________
Title:_____________________________
TC Acquisition Holdings Corp., a Delaware corporation
By:________________________________
Name:______________________________
Title:_____________________________
Direct Partner Telecom, Inc., a Florida corporation
By:________________________________
Name:______________________________
Title:_____________________________
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GRANTORS:
xxxxxxxx.xxx, inc., a Delaware corporation
Chips & Bits, Inc., a Vermont corporation
Strategy Plus, Inc., a Vermont corporation
Voiceglo Holdings, Inc., a Delaware corporation
TC Acquisition Holdings Corp., a Delaware corporation
Direct Partner Telecom, Inc., a Florida corporation
SECURED PARTIES:
Xxxxxxx X. Xxxx and S. Xxxxxxxxxx Xxxx,
as Tenants by the Entireties
EXHIBIT A
COLLATERAL DESCRIPTION ATTACHMENT
TO THIS SECURITY AGREEMENT
All personal property of Grantors whether presently existing or hereafter
created or acquired, and wherever located, including, but not limited to:
(a) all accounts (including health-care-insurance receivables),
chattel paper (including tangible and electronic chattel paper), deposit
accounts, documents (including negotiable documents), equipment (including all
accessions and additions thereto), general intangibles (including payment
intangibles and software), goods (including fixtures), instruments (including
promissory notes), inventory (including all goods held for sale or lease or to
be furnished under a contract of service, and including returns and
repossessions), investment property (including securities and securities
entitlements), letter of credit rights, money, and all of each Grantor's books
and records with respect to any of the foregoing, and the computers and
equipment containing said books and records;
(b) all common law and statutory copyrights and copyright
registrations, applications for registration, now existing or hereafter arising,
in the United States of America or in any foreign jurisdiction, obtained or to
be obtained on or in connection with any of the forgoing, or any parts thereof
or any underlying or component elements of any of the forgoing, together with
the right to copyright and all rights to renew or extend such copyrights and the
right (but not the obligation) of Secured Parties to xxx in their own name
and/or in the name of any Grantor for past, present and future infringements of
copyright;
(c) all trademarks, service marks, trade names and service names and
the goodwill associated therewith, together with the right to trademark and all
rights to renew or extend such trademarks and the right (but not the obligation)
of Secured Parties to xxx in its own name and/or in the name of a Grantor for
past, present and future infringements of trademark;
(d) all (i) patents and patent applications filed in the United
States Patent and Trademark Office or any similar office of any foreign
jurisdiction, and interests under patent license agreements, including, without
limitation, the inventions and improvements described and claimed therein, (ii)
licenses pertaining to any patent whether a Grantor is licensor or licensee,
(iii) income, royalties, damages, payments, accounts and accounts receivable now
or hereafter due and/or payable under and with respect thereto, including,
without limitation, damages and payments for past, present or future
infringements thereof, (iv) right (but not the obligation) to xxx in the name of
any Grantor and/or in the name of Secured Parties for past, present and future
infringements thereof, (v) rights corresponding thereto throughout the world in
all jurisdictions in which such patents have been issued or applied for, and
(vi) reissues, divisions, continuations, renewals, extensions and
continuations-in-part with respect to any of the foregoing; and
(e) any and all cash proceeds and/or noncash proceeds of any of the
foregoing, including, without limitation, insurance proceeds, and all supporting
obligations and the security therefor or for any right to payment. All terms
above have the meanings given to them in the Florida Uniform Commercial Code, as
amended or supplemented from time to time.
Notwithstanding the foregoing, the term "Collateral" shall not include any
Equipment or rights of the Grantors as a lessee or licensee to the extent the
granting of a security interest therein would be contrary to applicable law.
Schedule A
Investors/Secured Parties
Name of Purchaser/Address Principal Amount of Note
------------------------- ------------------------
Xxxxxxx X. Xxxx and S. Xxxxxxxxxx Xxxx, $2,000,000
as Tenants by the Entireties
