EXHIBIT 10.3
SECURITY AGREEMENT
1. IDENTIFICATION.
This Security Agreement (the "Agreement"), dated as of March 6, 2008, is
entered into by and between Zone 4 play Inc., a Nevada corporation ("Company"),
Xxxxxx Xxxxxx ("Lender").
2. RECITALS.
2.1 The Lenders have made, are making and will be making loan to Company
(the "Loan").
2.2 The Loan is evidenced by a convertible promissory note ( "Note") issued
by Company on the date of this Agreement in an aggregate amount of $500,000,
pursuant to Loan Agreements (each a "Loan Agreement") to which Company and
Lender are parties. The Notes are further identified on Schedule A hereto and
were and will be executed by Company as "Borrower" for the benefit of Lender as
the "Holder" or "Lender" thereof.
2.3 In consideration of the Loan made by Lenders to Company and for other
good and valuable consideration, and as security for the performance by Company
of its obligations under the Notes and as security for the repayment of the Loan
and all other sums due to Lender arising under the Note (collectively, the
"Obligations"), has agreed to grant to the Lender, a security interest in the
Collateral (as such term is hereinafter defined), on the terms and conditions
hereinafter set forth.
3. GRANT OF GENERAL SECURITY INTEREST IN COLLATERAL.
3.1 As security for the full and punctual payment or performance when due
(whether at stated maturity, acceleration or otherwise) of the Secured
Liabilities by the Company, the Company hereby, absolutely and unconditionally
charges and pledges in favour of the Lander by way of first ranking floating
charge and pledge:
3.1.1 To the maximum extent possible, all of the Company's rights, title
and interests in and to a of its present and future tangible and
intangible assets, properties, rights and interests of any kind,
whether contingent or absolute, including the Company's Intellectual
Property;
3.1.2 To the extent not included in the foregoing, all present and future
rights to compensation, indemnity, insurance proceeds, warranty or
guaranty accruing to the Company by reason of the loss of, damage to
or expropriation of, or any other event or circumstance with respect
to, such Charged Assets and all proceeds, products and benefits
deriving from such Charged Assets (including, without limitation,
those received upon any collection, exchange, sale or other
disposition of such Charged Assets and any property into which such
Charged Assets are converted, whether cash or non-cash).
3.1.3 In addition, to the extent required by applicable law to create and
perfect a first ranking floating charge over the Charged Assets
specified above, the Company also assigns such Charged Assets to the
Lender by way of first ranking floating charge and pledge. In
particular, the Company hereby assigns to and in favour of the Lender
by way of first ranking floating charge and pledge (and each of the
following shall be deemed to be expressly included in clause above):
3.1.4 All present and future rights, claims and remedies of the Company
under and in respect of the Insurances and any monies paid or payable
pursuant thereto whether held in or for the benefit of any trust or
other account relative thereto or otherwise;
3.1.5 All present and future rights to compensation, indemnity, warranty or
guaranty accruing to the Company by reason of the loss of, damage to
or expropriation of, or any other event or circumstance with respect
to, the Charged Assets.
4. FIRST RANKING
The Company specifically acknowledges that all of the Security Interests
created by the Company under this Debenture - Floating Charge shall rank in
priority to any other Security Interests created by the Company.
5. CONTINUING SECURITY
The Company declares and agrees that:
5.1 The Security Interests created by this agreement shall remain in force
as continuing security for the payment and discharge of the Secured
Liabilities and shall remain in force notwithstanding any settlement
of account or any other act, event or matter whatsoever, and, subject
to Section 6 of this agreement , shall be released and discharged only
upon the execution by the Lender of a written release of the Security
Interests created by this agreement, which shall be immediately
undertaken by the Lender upon the Company fulfilling all of its
obligations under this Agreement and provided that there shall exist
no indebtedness or liability of the Company to the Lender at such
time;
5.2 The Security Interests created and the powers conferred by this
Agreement are in addition to, and are not in any way prejudiced or
affected by, any other agreement between the Company and the Lender;
and
5.3 The Lender will not be bound to enforce any other Security Interests
before enforcing the Security Interests created by this agreemente.
6. NATURE OF SECURITY INTERESTS
6.1 All Security Interests that have been or may be created in favour of
the Lender for payment and performance of the Secured Liabilities
shall be independent of one another.
6.2 The exercise by the Lender of any of the rights or remedies hereunder
shall not release the Company from any of its liabilities or
obligations under any agreement between the Creditor and the Company;
for the avoidance of doubt, the application of the Charged Assets to
satisfy part of the Secured Liabilities shall not release the Company
from its obligation to pay and perform the Secured Liabilities in
full.
6.3 All other certificates and instruments constituting Collateral from
time to time required to be pledged to pursuant to the terms hereof
(the "Additional Collateral") shall be delivered to Lender promptly
upon receipt thereof by or on behalf of Lender. All such certificates
and instruments shall be held by or on behalf of Lender and shall be
delivered in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment or
undated stock powers executed in blank, all in form and substance
satisfactory to The Lender.
7. FURTHER ACTION BY COMPANY; COVENANTS AND WARRANTIES.
7.1 Except in connection with sales of Collateral, in the ordinary course
of business, for fair value and in cash and except for Collateral
which is substituted by assets of identical or greater value (subject
to the consent of the Lender) will not sell, transfer, assign or
pledge those items of Collateral (or allow any such items to be sold,
transferred, assigned or pledged), without the prior written consent
of Lender Sales of Collateral in the ordinary course of business shall
be free of the security interest of Lender .
7.2 Company will promptly notify Lender of any levy, distraint or other
seizure by legal process or otherwise of any part of the Collateral,
and of any threatened or filed claims or proceedings that are
reasonably likely to affect or impair any of the rights of Lender
under this Security Agreement in any material respect.
8. EVENT OF DEFAULT.
An event of default ("Event of Default") shall be deemed to have occurred
hereunder upon the occurrence of any event of default as defined and described
in this Agreement, OR IN the Notes Upon and after any Event of Default, after
the applicable cure period, if any, any or all of the Obligations shall become
immediately due and payable at the option of the Lender, and the Lender may
dispose of Collateral as provided by law. A default by Company of any of its
material obligations pursuant to this Agreement and in the Note shall be an
Event of Default hereunder.
9. DISPOSITION OF COLLATERAL.
Upon and after any Event of Default which is then continuing,
9.1 Lender may exercise its rights with respect to each and every component
of the Collateral, without regard to the existence of any other security or
source of payment for the Obligations.
9.2 Lender is authorized, to ask for appointment of receiver for realize
the collaterals in order to comply with any applicable securities laws.
9.3 Upon payment in full of all Obligations, Company shall be entitled to
the return of all Collateral, including cash, which has not been used or applied
toward the payment of Obligations.
10. MISCELLANEOUS.
10.1 EXPENSES. Company shall pay to the Lender, on demand, the amount of
any and all reasonable expenses, including, without limitation, attorneys' fees
and legal expenses, which may incur in connection with sale, collection or other
enforcement or disposition of Collateral.
10.2 WAIVERS, AMENDMENT AND REMEDIES. No failure by the Lender to exercise,
or delay in exercising, any right, remedy or power hereunder shall operate as a
waiver thereof, and no single or partial exercise thereof shall preclude any
other or further exercise thereof or the exercise of any other right, remedy or
power of the Lender. No amendment, modification or waiver of any provision of
this Agreement and no consent to any departure by Company therefrom, shall, in
any event, be effective unless contained in a writing signed by the Company and
Lender, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
10.3 NOTICES. All notices or other communications given or made hereunder
shall be in writing and shall be personally delivered or deemed delivered the
first business day after being faxed (provided that a copy is delivered by first
class mail) to the party to receive the same at its address set forth below or
to such other address as either party shall hereafter give to the other by
notice duly made under this Section:
To Company: Zone 4 play Inc.
To Lender: Xxxxxx Xxxxxx, 0 Xxxxxx Xx., Xxxxx Xxx 00000, Israel
10.4 TERM; BINDING EFFECT. This Agreement shall (a) remain in full force
and effect until payment and satisfaction in full of all of the Obligations; (b)
be binding upon Company, and its successors and permitted assigns; and (c) inure
to the benefit of the Lender and his respective successors and assigns.
10.5 CAPTIONS. The captions of Paragraphs, Articles and Sections in this
Agreement have been included for convenience of reference only, and shall not
define or limit the provisions hereof and have no legal or other significance
whatsoever.
10.6 GOVERNING LAW; VENUE; SEVERABILITY. This Agreement shall be governed
by and construed in accordance with the laws of the State of Israel without
regard to conflicts of laws principles that would result in the application of
the substantive laws of another jurisdiction, except to the extent that the
perfection of the security interest granted hereby in respect of any item of
Collateral may be governed by the law of another jurisdiction. Any legal action
or proceeding against Company with respect to this Agreement may be brought only
in the courts in Tel Aviv
10.7 ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and supersedes all other agreements and understandings, oral or written,
with respect to the matters contained herein.
10.8 COUNTERPARTS/EXECUTION. This Agreement may be executed in any number
of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by facsimile
transmission.
11. TERMINATION; RELEASE. When the Obligations have been indefeasibly paid and
performed in full or all outstanding Convertible Notes have been converted
to common stock pursuant to the terms of the Convertible Notes and the Loan
Agreements, this Agreement shall terminated.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Security Agreement, as of the date first written above.
"COMPANY" "THE LENDER"
ZONE4 PLAY, INC.
a Nevada corporation
By: /s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxx
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Its: Chief Executive Officer
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By: /s/ Adiv Baruch
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Its: Director
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SCHEDULE A TO SECURITY AGREEMENT
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LENDER PRINCIPAL AMOUNT OF
NOTE ISSUED ON THE
CLOSING DATE
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SCHEDULE B TO SECURITY AGREEMENT
PATENTS, PATENTS PENDING, APPLICATIONS
LIST OF ASSETS
INVESTMENTS
100% stake in MixTV Ltd (Israel)
100% stake in Gaming Ventures Ltd. (Isle of Man) - which owns 80% in XXXX Ltd.
(Isle of Man)
100% stake in Zone4Play, Inc. (a Delaware company), which owns: Z4P Israel, Z4P
(UK)
50% in Two Way Gaming (Alderney)
EXISTING REVENUE GENERATING AGREEMENTS
CableVision - USA
LodgeNet - USA
Xxx Xxxxxx Xxxxxxx - XX
Xxx Xxx Xxxxxxxxx - Xxxxxxxxx
INTELLECTUAL PROPERTY
Intellectual property rights in the software developed for use in Zone 4 Play
operations (Multi-player Xxxxx Xxxx Tournament application & Mobile Gaming
Solution).
BACK OFFICE - ZoneMAS & ZoneITS.
Zone 4 Play trade xxxx in the US - in respect of computer games software.
MixTV U.S. trademark - pending.
Patent pending - participation solution and the methodology of multiplayer
blackjack products
MixTV - 2 U.K. patent applications entitled "Broadcasted Games" - "Methods" -
still pending; "System" - approved.
U.S. utility patent application entitled "Multiplayer Card Tournaments and
Methods"
U.S. Patent and Trademark with respect to Peer 2 Peer Gaming.
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FIXED ASSETS
LOCATED AT THE COMPANY'S PREMISES AT KYRIAT ATIDIM, XXXX. 0, XXX XXXX, XXXXXX
0. Servers (59), computers (65), monitors (45), other peripherals and
computer accessories (switches, adaptors, cables, server cabinets,
routers, disk burner).
2. Software - Oracle, Hashavshevet, Quickbooks, Zoom Bookkeeping,
Photoshop & Flash, Liram - Fixed Assests, Mihpal, Poker Software, Anti
Virus
3. Laptops (13), TV's (6)
4. Office equipment & fixtures (printers, shredders, copiers, fax
machines, UPS, telephone switchboard, telephones, conference
telephone, projector, projection screen, stereo amplifier), furniture
(office desks, credenzas, chairs and cabinets, foldable exposition
booth), kitchen equipment (refrigerator, toaster oven, microwave,
vacuum cleaner and accessories
LOCATED AT THE PREMISES OF TWO WAY MEDIA, AT BOLSOWER STREET, LONDON, UK
14 Servers, monitors, other peripherals and accessories.
LOCATED AT THE PREMISES OF PEER 1 INC, IN MANHATTAN, NEW YORK CITY, NY, USA
Servers, computers, monitors, other peripherals and accessories
8 SERVERS OF GET21 HOSTED AT KANAWHAKEE, CANADA
