EXHIBIT 4.13.4
EPIXTAR CORP. AND CERTAIN OF ITS SUBSIDIARIES
MASTER SECURITY AGREEMENT
To: Laurus Master Fund, Ltd.
c/o M&C Corporate Services Limited
X.X. Xxx 000 XX
Xxxxxx House
South Church Street
Xxxxxx Town
Grand Cayman, Cayman Islands
Date: April 29, (2005)
To Whom It May Concern:
23. To secure the payment of all Obligations (as hereafter
defined), Epixtar Corp., a Florida corporation (the "Company"), each of the
other undersigned parties (other than Laurus Master Fund, Ltd, "Laurus")) and
each other entity that is required to enter into this Master Security Agreement
(each an "Assignor" and, collectively, the "Assignors") hereby assigns and
grants to Laurus a continuing security interest in all of the following property
now owned or at any time hereafter acquired by any Assignor, or in which any
Assignor now have or at any time in the future may acquire any right, title or
interest (the "Collateral"): all cash, cash equivalents, accounts, deposit
accounts (including, without limitation, the Lockbox Deposit Accounts referred
to below), inventory, equipment, goods, documents, instruments (including,
without limitation, promissory notes), contract rights, general intangibles
(including, without limitation, payment intangibles and an absolute right to
license on terms no less favorable than those current in effect among our
affiliates), chattel paper, supporting obligations, investment property
(including, without limitation, all equity interests owned by any Assignor),
letter-of-credit rights, trademarks, trademark applications, patents, patent
applications, copyrights, copyright applications and tradestyles, in each case,
in which any Assignor now have or hereafter may acquire any right, title or
interest, all proceeds and products thereof (including, without limitation,
proceeds of insurance) and all additions, accessions and substitutions thereto
or therefore. In the event any Assignor wishes to finance the acquisition in the
ordinary course of business of any hereafter acquired equipment and have
obtained a commitment from a financing source to finance such equipment from an
unrelated third party, Laurus agrees to release its security interest on such
hereafter acquired equipment so financed by such third party financing source.
Except as otherwise defined herein, all capitalized terms used herein shall have
the meaning provided such terms in the Securities Purchase Agreement referred to
below.
24. The term "Obligations" as used herein shall mean and include
all debts, liabilities and obligations owing by each Assignor to Laurus arising
under, out of, or in connection with: (i) that certain Securities Purchase
Agreement dated as of the date hereof by and among the Company, Voxx
Corporation, a Florida corporation ("Voxx") and Laurus (the "Securities Purchase
Agreement") and (ii) the Related Agreements referred to in the Securities
Purchase Agreement (the Securities Purchase Agreement and each Related
Agreement, as each may be amended, modified, restated or supplemented from time
to time, are collectively referred to herein as the "Documents"), and in
connection with any documents, instruments or agreements relating to or executed
in connection with the Documents or any documents, instruments or agreements
referred to therein or otherwise, and in connection with any other indebtedness,
obligations or liabilities of any Assignor and/or any other subsidiary of the
Company to Laurus, whether now existing or hereafter arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether under, pursuant to or evidenced by a note, agreement, guaranty,
instrument or otherwise, in each case, irrespective of the genuineness,
validity, regularity or enforceability of such Obligations, or of any instrument
evidencing any of the Obligations or of any collateral therefor or of the
existence or extent of such collateral, and irrespective of the allowability,
allowance or disallowance of any or all of the Obligations in any case commenced
by or against any Assignor and/or any other subsidiary of the Company under
Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or
indebtedness of each Assignor and/or any other subsidiary of the Company for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case, irrespective of
the allowability, allowance or disallowance of such post-petition interest,
fees, costs and charges.
25. Each Assignor hereby jointly and severally represents,
warrants and covenants to Laurus that:
25.1 it is a corporation, partnership or limited liability
company, as the case may be, validly existing, in good standing and organized
under the respective laws of its jurisdiction of organization set forth on
Schedule A, and each Assignor will provide Laurus thirty (30) days' prior
written notice of any change in any of its respective jurisdiction of
organization;
25.2 its legal name is as set forth in its respective
Certificate of Incorporation or other organizational document (as applicable) as
amended through the date hereof and as set forth on Schedule A, and it will
provide Laurus thirty (30) days' prior written notice of any change in its legal
name;
25.3 its organizational identification number (if
applicable) is as set forth on Schedule A hereto, and it will provide Laurus
thirty (30) days' prior written notice of any change in any of its
organizational identification number;
25.4 it is the lawful owner of the respective Collateral
and it has the sole right to grant a security interest therein and will defend
the Collateral against all claims and demands of all persons and entities;
25.5 it will keep its respective Collateral free and clear
of all attachments, levies, taxes, liens, security interests and encumbrances of
every kind and nature ("Encumbrances"), except (i) Encumbrances securing the
Obligations and Sands Obligations (as defined in the Intercreditor Agreement),
(ii) to the extent said Encumbrance does not secure indebtedness in excess of
$100,000 and such Encumbrance is removed or otherwise released within thirty
(30) days of the creation thereof, (iii) liens of warehousemen, mechanics,
materialmen, workers, repairmen, common carriers, or landlords, liens for taxes,
assessments or other governmental charges, and other similar liens arising by
operation of law, in each case arising in the ordinary course of business and
for amounts that are not yet due and payable or which are being contested in
good faith by appropriate proceedings promptly instituted and diligently
conducted and for which an adequate reserve or other appropriate provision shall
have been made to the extent required by generally accepted accounting
principals, (iv) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and (v) the
Encumbrances set forth on Schedule B hereto (the preceding clauses (i) through
(iv), collectively, the "Permitted Encumbrances");
25.6 it will, at its and the other Assignors joint and
several cost and expense keep the Collateral in good state of repair (ordinary
wear and tear excepted) and will not waste or destroy the same or any part
thereof other than ordinary course discarding of items no longer used or useful
in its or such other Assignors' business;
25.7 it will not without Laurus' prior written consent,
sell, exchange, lease or otherwise dispose of the Collateral, whether by sale,
lease or otherwise, except (I) as set forth in the accounts receivable factoring
documents described on Schedule B hereto (as such documents are in effect on the
date hereof) and (II) for the sale of inventory in the ordinary course of
business and for the disposition or transfer in the ordinary course of business
during any fiscal year of obsolete and worn-out equipment or equipment no longer
necessary for its ongoing needs, having an aggregate fair market value of not
more than $75,000 and only to the extent that:
(a) the proceeds of any such disposition are used to
acquire replacement Collateral which is subject to Laurus' first
priority perfected security interest, or are used to repay Obligations
or to pay general corporate expenses; and
(b) following the occurrence of an Event of Default which
continues to exist the proceeds of which are remitted to Laurus to be
held as cash collateral for the Obligations;
25.8 it will insure or cause the Collateral to be insured
in Laurus' name against loss or damage by fire, theft, burglary, pilferage, loss
in transit and such other hazards as Laurus shall specify in amounts and under
policies by insurers acceptable to Laurus and all premiums thereon shall be paid
by such Assignor and the policies delivered to Laurus. If any such Assignor
fails to do so, Laurus may procure such insurance and the cost thereof shall be
promptly reimbursed by the Assignors, jointly and severally, and shall
constitute Obligations;
25.9 it will at all reasonable times, upon reasonable
notice and in a reasonable manner, allow Laurus or Laurus' representatives free
access to and the right of inspection of the Collateral;
25.10 such Assignor (jointly and severally with each other
Assignor) hereby indemnifies and saves Laurus harmless from all loss, costs,
damage, liability and/or expense, including reasonable attorneys' fees, that
Laurus may sustain or incur to enforce payment, performance or fulfillment of
any of the Obligations and/or in the enforcement of this Master Security
Agreement or in the prosecution or defense of any action or proceeding either
against Laurus or any Assignor concerning any matter growing out of or in
connection with this Master Security Agreement, and/or any of the Obligations
and/or any of the Collateral except to the extent caused by Laurus' own gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and nonappealable decision);
25.11 Subject to Section 3(l) below, on or prior to the
(30)th day following the Closing Date, each of Voxx and each Subsidiary of Voxx
that is an Assignor (collectively, the "Voxx Assignors" and each, a "Voxx
Assignor") will (x) irrevocably direct all of its present and future Voxx
Account Debtors (as defined below) and other persons obligated to make payments
constituting Collateral owned by any Voxx Assignor to make such payments
directly to the lockboxes maintained by Voxx (the "Lockboxes") with Gibraltar
Bank, N.A. or such other financial institution accepted by Laurus in writing as
may be selected by such Voxx Assignor (the "Lockbox Bank") (each such direction
pursuant to this clause (x), a "Direction Notice") and (y) provide Laurus with
copies of each Direction Notice, each of which shall be agreed to and
acknowledged by the respective Voxx Account Debtor. Upon receipt of such
payments, the Lockbox Bank has agreed to deposit the proceeds of such payments
in a deposit account maintained at the Lockbox Bank and accepted by Laurus in
writing (collectively, the "Lockbox Deposit Accounts"). On or prior to the
Closing Date, each Voxx Assignor shall and shall cause the Lockbox Bank to enter
into all such documentation acceptable to Laurus pursuant to which, among other
things, the Lockbox Bank agrees to, following notification by Laurus (which
notification Laurus shall only give following the occurrence and during the
continuance of an Event of Default), comply only with the instructions or other
directions of Laurus concerning the Lockboxes and the Lockbox Deposit Account.
All of each Voxx Assignor's invoices, account statements and other written or
oral communications directing, instructing, demanding or requesting payment of
any Voxx Account (as defined below) of any Voxx Assignor or any other amount
constituting Collateral of any Voxx Assignor shall conspicuously direct that all
payments be made to the Lockbox or such other address as Laurus may direct in
writing. If, notwithstanding the instructions to Voxx Account Debtors, any
Assignor or any other subsidiary of the Company receives any payments referred
to in this Section 3(k), such Assignor or such other subsidiary of the Company
shall immediately remit such payments to the Lockbox Deposit Account in their
original form with all necessary endorsements. Until so remitted, such Assignor
or such other subsidiary of the Company shall hold all such payments in trust
for and as the property of Laurus and shall not commingle such payments with any
of its other funds or property. For the purpose of this Master Security
Agreement, (x) "Voxx Accounts" shall mean all "accounts", as such term is
defined in the Uniform Commercial Code as in effect in the State of New York on
the date hereof, now owned or hereafter acquired by any Voxx Assignor (or any
other Assignor for the benefit of any Voxx Assignor) and (y) "Voxx Account
Debtor" shall mean any person or entity who is or may be obligated with respect
to, or on account of, a Voxx Account. Laurus and each Assignor agree that so
long as no Event of Default has occurred and is continuing, only the Voxx
Assignors shall be permitted to access and utilize the cash in the Lockboxes for
its corporate purposes as directed by the Voxx Assignors;
25.12 Notwithstanding anything contained herein to the
contrary, each Voxx Assignor is permitted to continue factoring its account
receivables owed by Discover Financial Services, Inc. and CompuCredit
Corporation to such Voxx Assignor both in the Philippines and in the United
States. (the "Permitted Factoring Arrangements"). Each Voxx Assignor explicitly
agrees (i) not to factor any accounts receivable owed to it other than those
accounts receivable owed by Discover Financial Services, Inc. and CompuCredit
Corporation and (ii) in respect of all receipts and other amounts owed any Voxx
Assignor by any factoring company (each, a "Factor") conducting the Permitted
Factoring Arrangements, (x) a Factor shall be deemed a Voxx Account Debtor and
(y) all receipts and other amounts payable by a Factor to any Voxx Assignor
shall be deposited and handled in accordance with the provisions of Section 3(k)
hereof;
25.13 For so long as their shall be any Obligations due and
owing to Laurus in respect of this Master Security Agreement and/or any
Document, all business of the type and nature currently conducted by the Company
and its subsidiaries (the "Voxx Business") shall continue to be conducted by the
Company and its subsidiaries (either now existing or hereon after formed as a
wholly-owned subsidiary) (the "Business Entities") hereon in and after; and
(n) From and after the date hereof, the Company and Voxx
Corporation will, as soon as practicable, use their collective best
efforts to cause all assets, accounts, obligations, functions and other
elements associated with the Voxx Business which are not, as of the
date hereof, conducted or owned by Voxx Corporation or any of its
Subsidiaries, to be consolidated within the Voxx Business Entities for
the purpose of centralizing the Voxx Business within the Voxx Business
Entities and thereby establishing the Voxx Business as a free-standing,
independent operating enterprise capable of consummating an initial
public offering with minimal operational and financial reliance upon
the Company and its Subsidiaries that do not consist of the Voxx
Business Entities
26. The occurrence of any of the following events or conditions
shall constitute an "Event of Default" under this Master Security Agreement:
26.1 breach of any covenant, warranty, representation or
statement made or furnished to Laurus by any Assignor or on any Assignor's
benefit was false or misleading in any material respect when made or furnished,
and if subject to cure, shall not be cured for a period of thirty (30) days;
(b) the loss, theft, substantial damage, destruction, sale or
encumbrance to or of any of the Collateral or the making of any levy,
seizure or attachment thereof or thereon except to the extent:
(a) such loss is covered by insurance proceeds which are
used to replace the item or repay Laurus; or
(b) said levy, seizure or attachment does not secure
indebtedness in excess of $100,000 and such levy, seizure or attachment
has not been removed or otherwise released within thirty (30) days of
the creation or the assertion thereof;
26.2 any Assignor shall become insolvent, cease
operations, dissolve, terminate our business existence, make an assignment for
the benefit of creditors, suffer the appointment of a receiver, trustee,
liquidator or custodian of all or any part of Assignors' property;
26.3 any proceedings under any bankruptcy or insolvency
law shall be commenced by or against any Assignor and if commenced against any
Assignor shall not be dismissed within forty-five (45) days;
26.4 the Company shall repudiate, purport to revoke or
fail to perform any or all of its obligations under the Note (after passage of
applicable cure period, if any); or
26.5 an Event of Default shall have occurred under and as
defined in any Document.
27. Upon the occurrence of any Event of Default and at any time
thereafter, Laurus may declare all Obligations immediately due and payable and
Laurus shall have the remedies of a secured party provided in the Uniform
Commercial Code as in effect in the State of New York, this Agreement and other
applicable law. Upon the occurrence of any Event of Default and at any time
thereafter, Laurus will have the right to take possession of the Collateral and
to maintain such possession on our premises or to remove the Collateral or any
part thereof to such other premises as Laurus may desire. Upon Laurus' request,
each of the Assignors shall assemble or cause the Collateral to be assembled and
make it available to Laurus at a place designated by Laurus. If any notification
of intended disposition of any Collateral is required by law, such notification,
if mailed, shall be deemed properly and reasonably given if mailed at least ten
(10) days before such disposition, postage prepaid, addressed to any Assignor
either at such Assignor's address shown herein or at any address appearing on
Laurus' records for such Assignor. Any proceeds of any disposition of any of the
Collateral shall be applied by Laurus to the payment of all expenses in
connection with the sale of the Collateral, including reasonable attorneys' fees
and other legal expenses and disbursements and the reasonable expense of
retaking, holding, preparing for sale, selling, and the like, and any balance of
such proceeds may be applied by Laurus toward the payment of the Obligations in
such order of application as Laurus may elect, and each Assignor shall be liable
for any deficiency. For the avoidance of doubt, following the occurrence and
during the continuance of an Event of Default, Laurus shall have the immediate
right to withdraw any and all monies contained in the Lockbox Deposit Accounts
and any other deposit accounts under the control of Laurus and apply same to the
repayment of the Obligations in accordance with the terms of the Intercreditor
Agreement. Notwithstanding anything to the contrary contained in this Master
Security Agreement, the Purchase Agreement or any Related Agreement, in the
event that Laurus exercises the remedies provided for in this Section 5, Laurus
agrees to apply the amounts (if any) set forth in the Lockbox Deposit Accounts
prior to exercising its other remedies provided for in this Section 5.
28. If any Assignor defaults in the performance or fulfillment of
any of the terms, conditions, promises, covenants, provisions or warranties on
such Assignor's part to be performed or fulfilled under or pursuant to this
Master Security Agreement (following any applicable grace period), Laurus may,
at its option without waiving its right to enforce this Master Security
Agreement according to its terms, immediately or at any time thereafter and
without notice to any Assignor, perform or fulfill the same or cause the
performance or fulfillment of the same for each Assignor's joint and several
account and at each Assignor's joint and several cost and expense, and the cost
and expense thereof (including reasonable attorneys' fees) shall be added to the
Obligations and shall be payable on demand with interest thereon at the highest
rate permitted by law.
29. Each Assignor appoints Laurus, any of Laurus' officers,
employees or any other person or entity whom Laurus may designate as our
attorney, with power to execute such documents in each of our behalf and to
supply any omitted information and correct patent errors in any documents
executed by any Assignor or on any Assignor's behalf; to file financing
statements against us covering the Collateral (and, in connection with the
filing of any such financing statements, describe the Collateral as "all assets
and all personal property, whether now owned and/or hereafter acquired" (or any
substantially similar variation thereof)); following any Event of Default and
any applicable period of grace, to sign our name on public records; and to do
all other things Laurus deem necessary to carry out this Master Security
Agreement. Each Assignor hereby ratifies and approves all acts of the attorney
and neither Laurus nor the attorney will be liable for any acts of commission or
omission, nor for any error of judgment or mistake of fact or law other than
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). This power being coupled
with an interest, is irrevocable so long as any Obligations remains unpaid.
30. No delay or failure on Laurus' part in exercising any right,
privilege or option hereunder shall operate as a waiver of such or of any other
right, privilege, remedy or option, and no waiver whatever shall be valid unless
in writing, signed by Laurus and then only to the extent therein set forth, and
no waiver by Laurus of any default shall operate as a waiver of any other
default or of the same default on a future occasion. Laurus' books and records
containing entries with respect to the Obligations shall be admissible in
evidence in any action or proceeding, shall be binding upon each Assignor for
the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof (in the absence of manifest error or fraud). Laurus
shall have the right to enforce any one or more of the remedies available to
Laurus, successively, alternately or concurrently. Each Assignor agrees to join
with Laurus in executing financing statements or other instruments to the extent
required by the Uniform Commercial Code in form satisfactory to Laurus and in
executing such other documents or instruments as may be required or deemed
necessary by Laurus for purposes of affecting or continuing Laurus' security
interest in the Collateral.
31. This Master Security Agreement shall be governed by and
construed in accordance with the laws of the State of New York and cannot be
terminated orally. All of the rights, remedies, options, privileges and
elections given to Laurus hereunder shall inure to the benefit of Laurus'
successors and assigns. The term "Laurus" as herein used shall include Laurus,
individually and in its capacity as collateral agent pursuant to the
Intercreditor Agreement, any parent of Laurus', any of Laurus' subsidiaries and
any co-subsidiaries of Laurus' parent, whether now existing or hereafter created
or acquired, and all of the terms, conditions, promises, covenants, provisions
and warranties of this Agreement shall inure to the benefit of each of the
foregoing, and shall bind the representatives, successors and assigns of each
Assignor. Except as set forth below in this Section 9, any and all disputes,
controversies and claims that any Assignor may assert against Laurus arising out
of or relating to this Master Security Agreement or any other Document shall be
determined exclusively by arbitration (each such arbitration, an "Arbitration")
in New York City before a panel of three neutral arbitrators agreed to by Laurus
and the Company (collectively, the "Arbitrators") in accordance with and
pursuant to the then existing commercial arbitration rules of the American
Arbitration Association. Each Assignor hereby irrevocably waives any right to
assert such claims in any other forum. The Arbitrators shall have the power in
their discretion to award specific performance or injunctive relief (but shall
not have the power to render any incidental, special or punitive damages) and
reasonable attorneys' fees and expenses to any party in any arbitration. The
Arbitrators may not change, modify or alter any express condition, term or
provision of this Master Security Agreement or of any other Document nor shall
they have the power to render any award against Laurus that would have such
effect. Each Arbitration award shall be final and binding upon the parties
subject thereto and judgment may be entered thereon in any court of competent
jurisdiction. The service of any notice, process, motion or other document in
connection with an Arbitration or for the enforcement of any Arbitration award
may be made in the same manner as communications may be given under Section 10
hereof. Notwithstanding the foregoing, the provisions of this Section 9 nor any
other provision contained in this Master Security Agreement or in any other
Document shall limit in any manner whatsoever the Laurus' right to commence an
action against or in connection with any Assignor or their respective properties
in any court of competent jurisdiction or otherwise utilize judicial process in
connection with or arising out of Laurus' rights and remedies under this Master
Security Agreement and/or any other Document or otherwise (any such action, a
"Court Action"). Court Actions may be brought by Laurus in any state or federal
court of competent jurisdiction and each Assignor irrevocably submits to the
jurisdiction of such state and federal courts and irrevocably waives any claim
or defense of inconvenient forum or lack of personal jurisdiction in such forum
or right of removal or right to jury trial under any applicable law or decision
or otherwise. Service of any notice, process, motion or other document in
connection with a Court Action may be made in the same manner as communications
may be given under Section 10. In addition, Laurus may serve process in any
other manner permitted under applicable law.
32. All notices from Laurus to any Assignor shall be sufficiently
given if mailed or delivered to such Assignor's address set forth below.
11. It is understood and agreed that any person or entity
that desires to become an Assignor hereunder, or is required to execute
a counterpart of this Master Security Agreement after the date hereof
pursuant to the requirements of any Document, shall become an Assignor
hereunder by (x) executing a Joinder Agreement in form and substance
satisfactory to Laurus, (y) delivering supplements to such exhibits and
annexes to such Documents as Laurus shall reasonably request and (z)
taking all actions as specified in this Master Security Agreement as
would have been taken by such Assignor had it been an original party to
this Master Security Agreement, in each case with all documents
required above to be delivered to Laurus and with all documents and
actions required above to be taken to the reasonable satisfaction of
Laurus.
12. Notwithstanding anything to the contrary contained in
this Master Security Agreement, the terms and conditions of this Master
Security Agreement shall be subject in all respects to the terms and
conditions of the Intercreditor Agreement. In the event that the terms
and conditions of this Master Security Agreement are in contravention
of the terms and conditions of the Intercreditor Agreement, the terms
and conditions of the Intercreditor Agreement shall prevail. No
provision of this Master Security Agreement shall be amended, modified,
supplemented, restated, terminated or waived in any respect except by a
writing duly executed by each Assignor and Laurus.
Very truly yours,
EPIXTAR CORP.
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
NOL GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
NATIONAL ONLINE SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
LIBERTY ONLINE SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
AMERIPAGES, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
B2B ADVANTAGE, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
EPIXTAR INTERNATIONAL CONTACT CENTER
GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
VOXX CORPORATION
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
EPIXTAR MARKETING CORP.
By: /s/ Xxxxx Kaminsky_
--------------------------------
Name: Xxxxx Kaminskyk
Title: CEO
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
ACKNOWLEDGED:
LAURUS MASTER FUND, LTD.
By: /s/ Authorized Officer
--------------------------------
Name:
Title
SCHEDULE B
Permitted Liens
