Common use of Secured Debenture Clause in Contracts

Secured Debenture. The Secured Debenture shall be secured by a first priority perfected security interest against 100% of the issued and outstanding capital stock of WinWin, Inc. The Secured Debenture shall be reduced to zero in the event WinWin earnes Net Income after taxes of at least $10,000,000 in any one year prior to the maturity of the Secured Debenture. It shall be an event of default, which shall permit the Exchanging Shareholders to immediately recover the capital stock of WinWin, in the event any liability of Junum Incorporated, or any of its current or former subsidiaries, remains unpaid, and any creditor seeks to obtain an attachment of the capital stock of Acquirer or WinWin, Inc., or any of their assets, or if any bankruptcy proceeding (whether voluntary or involuntary) is commenced against Gaming. Acquirer shall duly file appropriate UCC-1 Financing Statements to perfect such security interest. The Exchanging Shareholders hereby appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as their attorney-in-fact to receive the Secured Debenture, and to distribute the proceeds of such Secured Debenture, if any, to the Exchanging Shareholders prorate in accordance with their current ownership of WinWin, Inc. Such attorneys-in-fact shall have the right to exercise all rights and privileges of the sole and absolute holders of the Secured Debenture, including agreeing to modifications, amendments, waivers, or any other concession which such attorneys-in-fact shall determine in good faith to be in the best interest of the Exchanging Shareholders currently holding a majority of the WinWin, Inc. common stock.

Secured Debenture. The Secured Debenture shall be secured by a first priority perfected security interest against 100% of the issued and outstanding capital stock of WinWin, Inc. The Secured Debenture shall be reduced to zero in the event WinWin earnes Net Income after taxes of at least $10,000,000 in any one year prior to the maturity of the Secured Debenture. It shall be an event of default, which shall permit the Exchanging Shareholders to immediately recover the capital stock of WinWin, in the event any liability of Junum Incorporated, or any of its current or former subsidiaries, remains unpaid, and any creditor seeks to obtain an attachment of the capital stock of Acquirer or WinWin, Inc., or any of their assets, or if any bankruptcy proceeding (whether voluntary or involuntary) is commenced against Gaming. Acquirer shall duly file appropriate UCC-1 Financing Statements to perfect such security interest. The Exchanging Shareholders hereby appoint ▇P▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇B▇▇▇▇▇▇▇ ▇▇▇▇▇ as their attorney-in-fact to receive the Secured Debenture, and to distribute the proceeds of such Secured Debenture, if any, to the Exchanging Shareholders prorate in accordance with their current ownership of WinWin, Inc. Such attorneys-in-fact shall have the right to exercise all rights and privileges of the sole and absolute holders of the Secured Debenture, including agreeing to modifications, amendments, waivers, or any other concession which such attorneys-in-fact shall determine in good faith to be in the best interest of the Exchanging Shareholders currently holding a majority of the WinWin, Inc. common stock.