SECURITY AGREEMENTSecurity Agreement • August 6th, 2008 • Itex Corp • Services-business services, nec • Washington
This SECURITY AGREEMENT, dated as of August 1, 2008 (as the same may from time to time be amended, supplemented or otherwise modified, this “Security Agreement”), by and between The Intagio Group, Inc., a Delaware corporation (the “Secured Party”), and ITEX Corporation, a Nevada corporation (the “Debtor”).
SENIOR SUBORDINATED SECURED PROMISSORY NOTESenior Subordinated Secured Promissory Note • August 6th, 2008 • Itex Corp • Services-business services, nec • California
This Senior Subordinated Secured Promissory Note (this “Note”) is being delivered pursuant to that certain Asset Purchase Agreement (the "Purchase Agreement"), dated as of August 1, 2008, by and between ITEX Corporation, a Nevada corporation (“Maker”) and The Intagio Group, Inc., a Delaware corporation (“Intagio”). This Note is being issued as a non-negotiable senior subordinated secured obligation of Maker and ranks senior to all of Maker’s other obligations, whether now existing or hereinafter incurred or created, except that this Note is subordinated to the Bank Debt (as defined in Section 2 hereof) as set forth herein. The payment of all amounts due under this Note, including interest accrued thereon, is secured pursuant to the terms of that certain Security Agreement, dated as of the date hereof, by and between Maker and Intagio (the “Security Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Purchase Agreement.
ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 1, 2008 BY AND BETWEEN ITEX CORPORATION AND THE INTAGIO GROUP, INC.Asset Purchase Agreement • August 6th, 2008 • Itex Corp • Services-business services, nec • Delaware
