SECURITY
AGREEMENT AND FINANCING STATEMENT
DEBTOR: SECURED PARTY:
| Name:
Xxxxxxxx Xxxxx and Xxxxx Xxx, Jointly |
Name:
Old Sawmill Partners, LLC |
Address:
000 Xxxxxxxxxx Xxx, #000
Xxxx,
Xxxxxxxx 00000 |
Address:
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 |
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1.
OBLIGATIONS SECURED BY THIS AGREEMENT: FUNDS FOR WHICH THE DEBTOR IS OBLIGATED: $ 200,000.00.
2.
COLLATERAL: 51 uncertificated shares of Series B Preferred stock of Premier Products Group, Inc.
Unencumbered
and remain as a block until full obligation paid.
| 3. | OWNERSHIP
OF COLLATERAL. The debtor is, or is to become, the owner of the collateral, and has,
or will have when the collateral is acquired, the right to convey a security interest
in it to the Secured Party. The collateral is, or will be when acquired, free and clear
of all liens, claims, charges, encumbrances, taxes, and assessments, with the exception
of the Note for which the collateral is provided. |
| 4. | TITLE.
This agreement is not intended to affect the title to the collateral which is, or
will become, vested in the Debtor. |
5. ACTS
TO BE PERFORMED BY DEBTOR. The Debtor agrees as follows:
| (a) | Payment
and Performance. The Debtor shall pay and perform all of the obligations secured
by this agreement according to their terms. |
| (b) | Further
Assurances. The Debtor shall defend the title to the collateral against all persons.
On demand by the Secured Party, the Debtor shall: (1) furnish further assurance of title;
(2) furnish further security for the obligations secured by this agreement; and (3) execute
any written instruments or do any other acts necessary to make effective the purposes
and provisions of this agreement. |
| (c) | Possession
and Removal. The law offices of Xxxx Xxxxxx shall remain in possession of the collateral
until full payment or default under this agreement. The collateral may be removed from
its present location only with the written consent of the Secured Party. |
| (d) | Sale
and Exchange. The Debtor may not sell or exchange the collateral without the written
consent of the Secured Party, and whether or not such consent has been obtained, the
proceeds of such sale or exchange at the option of the Secured Party shall be: (1) applied
on the obligations secured by this agreement, or (2) subject to the lien of this agreement. |
| (e) | Certain
Acts Required. (1) Proper care and inspection. The Debtor shall use reasonable
care in the preservation of the collateral. (2) Encumbrances and Taxes. The Debtor
shall keep the collateral free from all liens, claims, charges, encumbrances, taxes and
assessments. The Debtor shall refrain from taking any action which would cause the collateral
to no longer have voting control over the issuer. (3) Voting rights of the Preferred.
Debtor shall remain the party of record for the Series B Preferred, however, Debtor may
not vote items materially effecting Premier Products Group, Inc. without express written
approval by Secured Party. Doing so could jeopardize the value of the security and be
considered a breach of the Agreement. |
| (f) | Failure
to Perform Required Acts. |
(1)
Performance by Secured Party. Upon failure by the Debtor to perform the acts described in paragraph (e) above, the Secured
Party is authorized and has the option to take possession of the collateral and to perform any of said acts in any manner deemed
proper by the Secured Party, without waiving any rights to enforce this agreement.
(2)
Advances Secured. The reasonable expenses (including the cost of any insurance and payment of taxes or other charges) paid
by the Secured Party in respect to the custody, preservation, use or operation of the collateral in his possession shall be deemed
advanced to the Debtor by the Secured Party, shall bear interest at the highest rate provided by the above described notes, and
shall be secured by this agreement.
| 6. | WHEN
OBLIGATIONS COME DUE. At the option of the Secured Party, the obligations secured
by this agreement shall become immediately due and payable in full upon the happening
of one or more of the following events: |
| (a) | Default
in Obligation. If the Debtor shall fail to perform any of the obligations secured
by this agreement. |
| (b) | Default
in Security Agreement. If the Debtor shall fail to perform any covenant, condition
or provision of this agreement. |
| (c) | Insecurity.
If the Secured Party shall at any time deem himself insecure in that the Secured
Party in good faith believes that the prospect of payment or performance is impaired. |
| (d) | Miscellaneous.
Without in any way limiting the generality of the foregoing: |
| (1) | If
the debtor shall fail to comply with any statute, requirement, rule, regulation, order
or decree, of any federal, state, municipal or other governmental authority relating
to the collateral. |
| (2) | If
the collateral be levied upon by virtue of an execution issued upon any judgment or any
other process. |
| (3) | If
the Debtor be insolvent. |
| (4) | If
a petition or arrangement in bankruptcy be, or is to be filed by or against the Debtor. |
| (5) | If
a general assignment for the benefit of creditors be made by the Debtor. |
| (6) | If
an application for receivership of any nature be, or is to be, filed, or a receiver of
the Debtor’s property be appointed in any action or proceeding. |
| (7) | If
the Debtor shall die, or if the Debtor is a corporation, association or partnership and
it shall be, or about to be, voluntarily or involuntarily dissolved. |
| (a) | General.
In the event of default under this agreement the Debtor and the Secured Party have
the rights and remedies as provided in Article 9 of the Uniform Commercial code and,
in addition, those provided in this agreement. |
| (b) | Duty
of Debtor to Assemble Collateral. In the event of default the Debtor shall upon request
of the Secured Party because the collateral to no longer be uncertificated, by causing
the issuance of a physical certificate and to make it available to the Secured Party
at the place designated by the Secured Party, which is reasonably convenient to both
parties. |
| 9. | COVENANT
TO PAY DEFICIENCY. Upon default if the sale or other disposition of the collateral
fails to satisfy the obligations secured by this agreement and the reasonable expenses
of retaking, holding, preparing for sale, selling and the like, including reasonable
attorneys’ fees and legal expenses incurred by the Secured Party in connection
with this agreement or the obligation it secures, the Debtor shall be liable for any
deficiency. |
10. MISCELLANEOUS.
The Debtor and the Secured Party agree as follows:
| (a) | No
Discharge. No party to this agreement shall be discharged by any extension of time,
additional advances and notes, renewals and extensions of any note, the taking of further
security, releasing security, extinguishment of the security interest as to all or any
part of the collateral, or any other act except a release or discharge of the secured
interest upon the full payment of the obligation secured by this agreement including
charges, expenses, fees, costs and interest. |
| (b) | No
Waiver or Estoppels. Any failure by the Secured Party to exercise any right set forth
in this agreement shall not constitute a waiver thereof. Nothing in this agreement or
in the obligations secured by it shall preclude any other remedy by action or otherwise
for the enforcement of this agreement or the payment in full of the obligations secured
by it. |
| (c) | Succession.
This agreement shall bind the respective executors, administrators, distributes,
successors and assigns of the Debtor and the Secured Party. |
| (d) | Governing
Law. The rights of the parties under this agreement shall be governed by the laws
of the State of Washington. |
Signed this
22nd______ day of March______________ 2019______ .
| Signature
of Debtor |
|
Signature
of Secured Party |
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| /s/Xxxxxxxx
Xxxxx |
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/s/
Xxxxx X Xxxxx, Manager |
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| /s/
Xxxxx Xxx |
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