ESCROW AGREEMENTEscrow Agreement • March 29th, 2006 • Xybernaut Corp • Computer communications equipment • New York
ESCROW AGREEMENT, dated as of the 23rd day of March, 2006 (hereinafter referred to as this “Escrow Agreement” or this “Agreement”), by and among Xybernaut Corporation, a Delaware corporation and Xybernaut Solutions, Inc., a Virginia corporation, debtors and debtors-in-possession (together, “Xybernaut” or the “Company”), East River Capital LLC, a Delaware limited liability company (the “Lender”) and Skadden, Arps, Slate, Meagher & Flom LLP, as escrow agent (the “Escrow Agent”).
February 8, 2006Engagement Agreement • March 29th, 2006 • Xybernaut Corp • Computer communications equipment
This agreement will serve as the contract between Xybernaut Corporation and Xybernaut Solutions, Inc. (together, “Xybernaut” or the “Company”) and SSG Capital Advisors, L.P. (“SSG”) regarding the retention of SSG as investment banker to Xybernaut (“Engagement Agreement”), in conjunction with the engagement of Technology Option Capital, LLC. SSG’s responsibilities hereunder involve providing investment banking services to the Company focusing on the sale (the “Sale”) of the Xybernaut operating business and assets, including, but not limited to, any and all intellectual property. SSG and the Company understand and agree that such sale may include a sale of multiple classes of intellectual property to multiple buyers.
SECURITY AGREEMENTSecurity Agreement • March 29th, 2006 • Xybernaut Corp • Computer communications equipment • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of March 23, 2006 by and between Xybernaut Corporation, a Delaware corporation and Xybernaut Solutions, Inc., a Virginia corporation, debtors and debtors-in-possession (together, “Xybernaut” or “Borrowers”), and East River Capital LLC, a Delaware limited liability company (“Lender”).
