SECURITY AGREEMENTSecurity Agreement • June 20th, 2007 • Cognigen Networks Inc • Telephone communications (no radiotelephone) • Colorado
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of June 15, 2007, is executed by Cognigen Networks, Inc., a Colorado corporation (together with its successors and assigns, “Debtor”), and BayHill Capital, LLC (“Secured Party”).
June 15, 2007 BayHill Capital, LLC 1559 N. Technology Way Orem, Utah 84097 Gentlemen:Letter of Intent • June 20th, 2007 • Cognigen Networks Inc • Telephone communications (no radiotelephone) • Utah
This Letter of Intent (hereinafter, “LOI”) sets forth certain fundamental understandings that have resulted from discussions and negotiations conducted between our companies over the past weeks and the proposed terms upon which Cognigen Networks, Inc., a Colorado corporation (hereinafter, “Cognigen”), is prepared to sell, by means of an exempt private placement, to BayHill Capital, LLC (“BayHill”), and other accredited investors designated by BayHill (collectively, the “Investors”) shares of its common stock, subject to the terms and conditions set forth in this LOI, including due diligence, further negotiation, and execution of a definitive Stock Purchase Agreement, as well as the provisions of Paragraph 18 below:
