EXHIBIT 10.2
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "AGREEMENT"),
dated as of March 1, 2003 (this "EFFECTIVE DATE"), is made by TELENETICS
CORPORATION, a California corporation having its principal place of business at
00000 Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the "GRANTOR"), for the
benefit of the secured parties listed on the signature pages hereto (the
"SECURED PARTIES").
W I T N E S S E T H:
WHEREAS, as of the Effective Date, the Grantor has executed
secured promissory notes in favor of each of the Secured Parties in an aggregate
principal amount of $2,386,228.22 (the "NOTES"), pursuant to the Amended and
Restated Note and Warrant Purchase Agreement, dated as of the Effective Date
among the Grantor and the Secured Parties (the "PURCHASE AGREEMENT"). In order
to provide security for the payment of all of the obligations of the Grantor to
the Secured Parties under the Notes, the Grantor has agreed to grant to the
Secured Parties a continuing lien and security interest (pro rata to each
Secured Party in accordance with the relative principal amounts of the Notes) in
all of the Grantor's Inventory (as defined below) and to execute this and such
other security agreements and instruments as are necessary to grant such lien
and security interest and enable the Secured Parties to perfect such security
interest; and
WHEREAS, this Agreement is intended to and shall replace the
Security Agreements (the "ORIGINAL SECURITY AGREEMENTS") executed by the parties
as part of the Original Documents (as defined in the Purchase Agreement).
NOW, THEREFORE, in consideration of the premises contained herein
and in the Notes and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Grantor agrees with the Secured
Parties as follows:
Section 1. DEFINITIONS.
Capitalized terms used in this Agreement which are not otherwise
defined herein shall have the following meanings:
"CODE" shall mean the Uniform Commercial Code as in effect in the
State of New York from time to time.
"COLLATERAL" shall have the meaning assigned thereto in SECTION 2
of this Agreement.
"INVENTORY" shall have the meaning assigned to that term in the
Code.
Section 2. GRANT OF SECURITY INTEREST.
The Grantor hereby pledges, assigns and grants to the Secured
Parties a continuing security interest in and lien on all Inventory of the
Grantor (pro rata to each Secured Party in accordance with the relative
principal amounts of the Notes), wherever located and whether now or hereafter
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existing and whether now owned or hereafter acquired and, to the extent not
otherwise included all payments under insurance (whether or not any of the
Secured Parties is the loss payee) or under any indemnity, warranty, guaranty or
government award which is payable by reason of any damage to, or any loss,
taking or condemnation of, the Inventory (collectively, the "COLLATERAL").
Section 3. OBLIGATIONS SECURED.
The Collateral hereunder constitutes and will constitute
continuing security for the strict performance and observance by the Grantor of
the prompt payment, when due, of all present and future obligations and
indebtedness of the Grantor to the Secured Parties under the Notes (after giving
effect to any offset rights of the Grantor thereunder with respect thereto) and
of the Grantor under this Agreement (collectively, the "OBLIGATIONS"). Each
Secured Party hereby acknowledges and agrees that, as of the date hereof, such
Secured Party's security interest in the Collateral is a security interest
shared pro rata with the other Secured Parties (in proportion to the face
amounts of their Notes), such that all Obligations are secured by the Collateral
and the Obligations owed to a Secured Party are secured by the Collateral only
to the extent the Secured Party has a pro rata security interest in the
Collateral (in proportion to the face amounts of the Secured Parties' Notes).
Section 4. GRANTOR REMAINS LIABLE.
Anything herein to the contrary notwithstanding, in the absence of
the Secured Parties' express prior written consent thereto, (a) the Grantor
shall remain liable under any and all contracts and agreements included in the
Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by the Secured Parties of any of the rights hereunder
shall not release the Grantor from any of its duties or obligations under any
contracts and agreements included in the Collateral, and (c) the Secured Parties
shall not have any obligation or liability under any contracts and agreements
included in the Collateral by reason of this Agreement, nor shall the Secured
Parties be obligated to perform any of the obligations or duties of the Grantor
under any such contract or agreement or to take any action to collect or enforce
any claim for payment assigned hereunder.
Section 5. REPRESENTATIONS AND WARRANTIES.
The Grantor represents and warrants to the Secured Parties that:
5.1 The Grantor is a corporation duly incorporated, validly existing
and in good standing under the laws of its state of incorporation, is duly
qualified and in good standing under the laws of each jurisdiction where the
character of its properties or the transaction of its business makes such
qualification necessary, except for any jurisdictions(s) (alone or in the
aggregate) in which the failure to be so qualified will not have a Material
Adverse Effect (as defined in the Purchase Agreement), and has the requisite
corporate power to own or hold under lease its properties and assets and to
conduct its business as it is now being conducted.
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5.2 The Grantor has the requisite corporate power and authority to
enter into and perform this Agreement, which has been duly authorized by all
necessary corporate action, and no further consent or authorization of the
Grantor or its board of directors or shareholders or any public authority is
required in connection therewith. The execution, delivery and performance by the
Grantor of this Agreement will not violate any provision of law applicable to
the Grantor and will not conflict with or result in the breach of any order,
writ, injunction or decree of any court or government instrumentality, or its
charter or by-laws or create a default under any agreement, note or indenture to
which it is a party or by which it is bound or to which any of its property is
subject, or result in the imposition of any lien, charge, security interest or
encumbrance of any nature whatsoever upon any of its properties or assets under
any agreement or any commitment to which the Grantor is bound or by which any of
its properties or assets are bound, except for the liens created under this
Agreement and except for such conflicts, defaults, violations, breaches and the
like that would not, individually or in the aggregate, have a Material Adverse
Effect.
5.3 This Agreement has been duly executed and delivered, and
constitutes the legal, valid and binding obligation of the Grantor, enforceable
in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditor's rights and remedies or by other
equitable principles of general application.
5.4 Except as disclosed on SCHEDULE 1 to this Agreement, the Grantor
has good title to and is the lawful owner of the Collateral free from all
claims, liens, encumbrances, charges or security interests whatsoever. Except as
provided in SECTION 6.9 of this Agreement, the Collateral will at all times be
kept at the locations set forth on EXHIBIT A hereto.
5.5 The provisions of this Agreement create a valid, and upon filing a
UCC-1 financing statement with the Secretary of State of the State of
California, a perfected, security interest in the Collateral, enforceable in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditor's rights and remedies or by other
equitable principles of general application.
5.6 Except as disclosed on SCHEDULE 1 to this Agreement, there are no
judgments outstanding against the Grantor and there are no actions or
proceedings before any court or administrative agency pending or, to the
knowledge of the Grantor, threatened against the Grantor which, if determined
adversely to the Grantor, would affect the Collateral.
5.7 The Grantor's principal office and place of business where it
maintains its records concerning the Collateral is at its address stated above.
The Grantor has no other office or place of business except as indicated on
EXHIBIT A hereto.
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Section 6. COVENANTS.
The Grantor covenants and agrees that from the date of this
Agreement until payment in full of all of the Obligations:
6.1 The Grantor shall keep and maintain the Collateral insured against
loss or damage by fire and all other risks as is customarily maintained by
similar businesses for the full insurable value thereof. Certificates of all
such policies shall be delivered to the Secured Party Representative (as defined
in SECTION 8 below). Such policies shall by their terms provide that the Secured
Party Representative be given at least 30 days prior written notice of any
amendment, modification or cancellation thereof and that the Secured Parties
shall have the option, but not the obligation, to pay the premiums to continue
such insurance in effect or obtain like coverage. The Grantor agrees that any
payment made by the Secured Parties pursuant to the foregoing authorization
shall bear interest thereon at the rate of 10% per annum from the date of such
payment and shall become part of the Obligations and be shall secured by the
Collateral pursuant to the terms of this Agreement. The Grantor hereby appoints
the Secured Party Representative as its attorney-in-fact to make, adjust or
settle any claim under any insurance policy insuring the Collateral while an
Event of Default (as defined below) shall have occurred and be continuing.
6.2 The Grantor shall maintain the Collateral in good repair, working
order and condition, subject to normal wear and tear, and make all reasonable
repairs, replacements, additions and improvements thereto.
6.3 The Grantor shall give the Secured Parties full and free access to
the Collateral and to all books, correspondence and records of the Grantor with
respect thereto upon reasonable notice and at all reasonable times, and shall
permit upon the occurrence and continuance of an Event of Default the Secured
Parties and their representatives to examine the same and to make extracts
therefrom all at the Grantor's expense.
6.4 The Grantor shall promptly pay and discharge or cause to be paid
and discharged all its obligations and liabilities including, without
limitation, all taxes, assessments and governmental charges upon it or its
income or properties, when due unless and to the extent only that the same shall
be contested in good faith and by appropriate proceedings and then only to the
extent that a bond is filed in cases where the filing of a bond is necessary to
avoid the creation of a lien against any of its property.
6.5 The Grantor shall do, or cause to be done, all things necessary to
preserve and keep in full force and effect its corporate existence and all
franchises, rights and privileges necessary for the proper conduct of its
business, and continue to engage in the business of the same type as now
conducted by it.
6.6 The Grantor shall not grant, permit or suffer to exist any lien,
claim, security interest or encumbrance upon the Collateral, that is senior or
on parity with those in favor of the Secured Parties other than such liens,
claims, security interests and encumbrances as exist as of the Effective Date.
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6.7 The Grantor shall notify the Secured Parties in writing within five
(5) business days after the occurrence thereof, of the occurrence of any event
which constitutes, or which with notice or lapse of time, or both, would
constitute an Event of Default.
6.8 The Grantor shall execute and deliver such further or additional
instruments and assurances, and take all such additional action as the Secured
Parties may require for the purpose of carrying out the provisions of this
Agreement.
6.9 Except as expressly permitted by or described in this Agreement or
its schedules or exhibits, the Grantor shall not sell, assign, lease or
otherwise dispose of the Collateral except in the ordinary course of business.
6.10 The Grantor shall not change its principal office or the place
where it maintains its records pertaining to the Collateral as specified in
SECTION 5.7 hereof without giving the Secured Party Representative at least 30
days prior written notice thereof.
6.11 The Grantor shall not remove or permit the removal of the
Collateral from its present location as set forth on EXHIBIT A hereto except in
the ordinary course of business without the prior written consent of the Secured
Party Representative.
Section 7. OPTION TO PERFORM OBLIGATION OF THE GRANTOR IN RESPECT OF THE
COLLATERAL.
If the Grantor fails or refuses to make any payment, perform any
covenant or obligation, or take any other action which the Grantor is obligated
hereunder to perform, observe, take or do, then the Secured Parties may, at
their option, without notice or demand upon the Grantor and without releasing
the Grantor from any obligation or covenant hereof, perform, observe, take or do
the same in such manner and to such extent as the Secured Parties may deem
necessary to protect any of the Collateral and their rights hereunder including,
without limitation, obtaining insurance and the payment of any taxes and the
payment of any sums necessary to discharge liens or security interests at any
time levied or placed on the Collateral.
Section 8. REPRESENTATIVE OF THE SECURED PARTIES
Each Secured Party hereby appoints SDS Capital Partners, LLC as
the Representative of the Secured Parties hereunder and as its attorney-in-fact
for purposes of enforcing the Secured Party's rights as a secured party under
this Agreement, and SDS Capital Partners, LLC accepts such appointment as the
Representative of the Secured Parties and hereby agrees to act on behalf of the
Secured Parties as the Representative of the Secured Parties. No Secured Party
shall exercise or attempt to exercise any rights as a secured party without
prior written consent of the Representative of the Secured Parties. Should a
material default occur upon any Note, the holder of such Note shall notify the
Representative of the Secured Parties and the Representative of the Secured
Parties shall call a meeting of the Secured Parties and the Representative of
the Secured Parties. The Representative of the Secured Parties shall then take
whatever legal or other action as shall have been authorized by Secured Parties
holding a majority of the outstanding principal amount of the Notes for purposes
of enforcing the rights of the Secured Parties as secured parties under this
Agreement. Any legal or other action taken by the Representative of the Secured
Parties shall be for the benefit of the Secured Parties (pro rata to each
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Secured Party in accordance with the relative outstanding principal amounts of
the Secured Parties' Notes). Each Secured Party hereby acknowledges and agrees
that if any Secured Party shall obtain any payment (whether voluntary or
involuntary, through the exercise of any right or set-off, or otherwise) on
account of any Note held by that Secured Party in excess of that Secured Party's
ratable share of payments on account of the Notes held by all of the Secured
Parties, that Secured Party shall pay over to the Representative of the Secured
Parties or, at the Representative of the Secured Parties' direction, to any
other Secured Party pro rata in the outstanding principal amounts of each of
their respective Notes, any property in cash or otherwise received by the
Secured Party comprising the excess of that Secured Party's ratable share of
payments on account of the Notes held by all of the Secured Parties.
Section 9. EVENTS OF DEFAULT.
For purposes of this Agreement, any of the following events shall
constitute an "EVENT OF DEFAULT":
9.1 The Grantor shall fail to make any payment of principal and
interest on the Notes prior to the expiration of all applicable cure periods;
9.2 The Grantor shall default in the performance or observance of any
covenant or agreement contained in this Agreement and such default shall
continue for a period of seven (7) business days following the Grantor's receipt
of written notice thereof;
9.3 Any representation or warranty made by the Grantor in this
Agreement or the other Transaction Documents (as defined in the Purchase
Agreement) or in any other certificate, agreement, instrument or statement
delivered to the Secured Parties by or on behalf of the Grantor shall at any
time prove to have been incorrect when made in any material respect;
9.4 There shall be a defect in the Grantor's title to any of the
Collateral and such defect in title shall not have been cured or removed within
20 days after the Grantor's receipt of written notice thereof;
9.5 The Grantor shall become insolvent, make a general assignment for
the benefit of creditors, file a petition in bankruptcy, be adjudicated
insolvent or bankrupt, admit in writing its inability to pay its debts as they
mature, petition or apply for, consent to, or acquiesce in the appointment of, a
trustee or receiver for all or a substantial part of the Grantor's property; or
any other bankruptcy, reorganization, debt arrangement or other proceeding under
any bankruptcy, insolvency law, or any dissolution or liquidation proceeding
shall be instituted by or against the Grantor, and if instituted against it,
shall be consented to or acquiesced in by the Grantor or shall not be dismissed
or, if contested, stayed within a period of 90 days; or any judgment, writ of
attachment or execution or any similar process shall be issued or levied against
a substantial part of the property of the Grantor and shall not be released,
stayed, bonded or vacated within a period of 90 days after its issue or levy;
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9.6 The Grantor shall, at any time without the prior written consent of
the Secured Party Representative, enter into an agreement to change the location
of the Collateral or permit any change in such location of the Collateral from
that specified in SECTION 5.4 hereof except as permitted by SECTION 6.9 of this
Agreement; and/or
9.7 The lien created hereunder shall, for any reason other than by or
through the conduct of the Secured Parties, cease to be valid.
Section 10. REMEDIES.
In case any Event of Default shall have occurred and be
continuing, the Secured Parties shall have, in addition to all other rights and
remedies given them by this Agreement or the Notes and subject to the
limitations set forth in SECTION 8 hereof, those allowed by law and the rights
and remedies of a secured party under the Uniform Commercial Code as enacted in
any jurisdiction in which any of the Collateral may be located and, without
limiting the generality of the foregoing, the Secured Parties may immediately,
without demand of performance and without notice of intention to sell or of time
or place of sale or redemption or other notice or demand whatsoever to the
Grantor, all of which are hereby expressly waived, and without advertisement,
enter onto the premises where the Collateral is located and take possession
thereof without liability for any lawsuit or action, and sell, lease or
otherwise dispose of all or any part of the Collateral or any interest which the
Grantor may have therein, either at pubic or private sale or otherwise, and
after deducting from the proceeds of sale or other disposition of the Collateral
all expenses (including all reasonable fees and expenses of counsel) as provided
in SECTION 15 hereof, shall apply the residue of such proceeds toward the
payment of the Obligations. If notice of any sale or other disposition is
required by law to be given, the Grantor hereby agrees that a notice sent at
least five (5) days before the time of any intended public sale or before the
time after which any private sale or other disposition of the Collateral is to
be made shall be reasonable notice of such sale or other disposition. The
Grantor agrees to assemble the Collateral, or cause it to be assembled, at such
place or places as the Secured Party Representative may designate by written
notice to the Grantor. At any such sale or other disposition, the Secured
Parties may purchase the whole or any part of the Collateral, free from any
right of redemption on the part of the Grantor, which right is hereby waived and
released. Without limiting the generality of the rights and remedies conferred
upon the Secured Parties under this SECTION 10, the Secured Parties may: (a)
enter upon the premises of the Grantor and take immediate possession of the
Collateral, either personally or by means of a receiver appointed by a court
therefor, using reasonable force to do so; (b) at the Secured Parties' option,
use, operate, manage and control the Collateral in any lawful manner; (c)
collect and receive all rents, income, revenue, earnings, issue and profits
therefrom; and (d) maintain, repair, renovate, alter or remove the Collateral as
the Secured Parties may determine in their discretion and any monies so
collected or received by the Secured Parties shall be applied to, or may be
accumulated for application upon, the Obligations and the Grantor shall be
liable for any deficiency.
Section 11. POWER OF ATTORNEY.
The Grantor authorizes the Secured Party Representative and does
hereby make, constitute and appoint the Secured Party Representative and agents
of the Secured Party Representative with full power of substitution, as the
Grantor's true and lawful attorney-in-fact with power, in its own name or in the
name of the Grantor, upon the occurrence and continuance of any Event of
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Default, to endorse any notes checks, drafts, money orders, or other instruments
of payment (including, payments under or in respect of any policy of insurance)
in respect of the Collateral that may come into possession of the Secured
Parties; to sign and endorse any documents relating to the Collateral; to pay or
discharge taxes, liens, security interests or other encumbrances at any time
levied or placed on or threatened against the Collateral; to grant, collect,
receive, compromise, settle and xxx for monies due in respect of the Collateral;
and generally, to do at the Secured Parties' option and at the Grantor's
expense, at any time, or from time to time, all acts and things which the
Secured Parties deem necessary to protect, preserve and realize upon the
Collateral and the Secured Parties' security interests therein in order to
effect the intent of this Agreement, as fully and effectually as the Grantor
might or could do; and the Grantor hereby ratifies all that said attorney shall
do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY IS COUPLED WITH
AN INTEREST AND SHALL BE IRREVOCABLE FOR AS LONG AS ANY OF THE OBLIGATIONS SHALL
BE OUTSTANDING. The Grantor agrees that any reasonable fees, costs and expenses
incurred by the Secured Parties pursuant to the foregoing authorization, and
interest thereon at the rate of 10% per annum from the date of incurring any
such reasonable fees, costs and expense, shall become part of the Obligations
and be secured by the Collateral.
Section 12. NOTICES.
All notices, requests, demands and other communications to or upon
the respective parties hereto shall be made in accordance with SECTION 4.1 of
the Notes.
Section 13. NO WAIVER; REMEDIES CUMULATIVE.
No failure on the part of the Secured Parties to exercise, and no
delay in exercising any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by the Secured Parties of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
Section 14. FINANCING STATEMENTS; FURTHER ASSURANCES; FILING.
On the date hereof, the Grantor shall deliver UCC-1 financing
statements in form and substance satisfactory to the Secured Parties and with
the Secured Parties' security interest duly noted thereon with respect to the
Collateral for filing at the appropriate offices. Thereafter, within ten (10)
business days after the Secured Parties' written request therefor, the Grantor
shall cause such additional Uniform Commercial Code financing statements with
respect to the Collateral or any modifications or amendments to any such
financing statements (all in form and substance reasonable satisfactory to the
Secured Parties) to be delivered to the Secured Parties for filing at the
appropriate offices. The Grantor from time to time, at its sole expense, will
promptly execute and deliver all further instruments and documents, and take all
further action that the Secured Parties may reasonably request, and hereby
authorizes the Secured Parties to take all action (including the filing of any
financing statements, continuation statements or amendments thereto with respect
to the Collateral without the signature of the Grantor where permitted by law)
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as the Secured Parties in each case may deem reasonably necessary, proper or
desirable in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Secured Parties to exercise and
enforce their rights and remedies hereunder with respect to any Collateral. A
carbon, photographic or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law. The Secured Parties shall execute
terminations to any such financing statements within three (3) business days of
the Grantor's request therefore upon payment of the Obligations. The Secured
Parties hereby consent to the Grantor's filing of amendments to and/or
terminations of Uniform Commercial Code financing statements as may be required
in connection with the replacement of the Original Security Agreements by this
Agreement.
Section 15. COSTS AND EXPENSES.
The Grantor shall reimburse the Secured Parties for all reasonable
costs and expenses incurred by them and shall pay the reasonable fees and
disbursements to one attorney for the Secured Parties in connection with
enforcement of the Secured Parties' rights hereunder.
Section 16. AMENDMENTS.
No amendment, modification or waiver of any provision of this
Agreement nor consent to any departure by the Grantor therefrom shall be
effective unless the same shall be in writing and signed by the Secured Parties
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
Section 17. TERMINATION.
Upon the payment in full of all Obligations, the Secured Parties
shall execute and deliver to the Grantor all such documents and instruments as
shall be necessary to evidence termination of this Agreement and the security
interests created hereunder; PROVIDED, HOWEVER, the obligations of the Grantor
under SECTION 14 hereof shall survive any termination under this SECTION 17.
Section 18. GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OR CHOICE OF LAW.
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Section 19. ASSIGNMENT, ETC.
The Grantor shall not assign, pledge, mortgage, sublet or
otherwise transfer or encumber any of its rights or obligations, as the case may
be, under this Agreement without the Secured Parties' prior written consent. Any
such purported assignment, pledge, mortgage, sublet, transfer or other action
without such written consent shall be void. This Agreement shall be binding upon
each of the Grantor and its successors and shall inure to the benefit of the
Secured Parties and their successors and assigns.
Section 20. SEVERABILITY.
The provisions of this Agreement are severable, and if any
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Agreement in any jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their authorized representatives on the date first above
written.
GRANTOR: TELENETICS CORPORATION
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
SECURED PARTIES: SDS MERCHANT FUND, L.P.
By: SDS Capital Partners, LLC, its general partner
By: /s/ Xxxxx Xxxxx
------------------------------------------
Name: Xxxxx Xxxxx
Title: Managing Member
/s/ Xxxxxx Xxxx
--------------------------------------------------
XXXXXX XXXX
/s/ Xxxx Xxxxxxx
--------------------------------------------------
XXXX XXXXXXX
XXXX XXXXXX AND XXXXXXXX XXXXXX,
Joint Tenants with Right of Survivorship
By: /s/ Xxxx Xxxxxx
----------------------------------------------
Name: Xxxx Xxxxxx
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
--------------------------------------------------
XXXXX XXXXXX
[SIGNATURES CONTINUED ON NEXT PAGE]
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SHADOW CAPITAL LLC
By: /s/ B. Xxxx Xxxxxxxxxxxx
----------------------------------------------
Name: B. Xxxx Xxxxxxxxxxxx
Title: Manager
DRAGON COEUR LLC II-D
By: /s/ X.X. Xxxxxx
----------------------------------------------
Name: X. X. Xxxxxx
Title:
/s/ Xxxxx Random
--------------------------------------------------
XXXXX RANDOM
/s/ Xxxxxx Xxxxx
--------------------------------------------------
XXXXXX XXXXX
THE XXXXXXX X. XXXX, XX. TRUST
APRIL 30, 2002
/s/ Xxxxxxx X. Xxxx, Xx.
--------------------------------------------------
Xxxxxxx X. Xxxx, Xx., Trustee
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------------
XXXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------------------
XXXXXX X. XXXXXXX
[SIGNATURES CONTINUED ON NEXT PAGE]
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TAG KENT PARTNERS
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: General Partner
/s/ Xxxxxxx X. Brand
--------------------------------------------------
XXXXXXX X. BRAND
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------------------
XXXXXXX X. XXXXXXXX
/s/ Xxxxx Xxxxxx
--------------------------------------------------
XXXXX XXXXXX
/s/ Xxxxx X. Xxxxx
--------------------------------------------------
XXXXX X. XXXXX
XXXX X. XXXXXXXXXXX TRUST
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------------------------
Xxxx X. Xxxxxxxxxxx, Trustee
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Exhibit A
to
Security Agreement
GRANTOR'S PLACES OF BUSINESS
----------------------------
The following address is the Grantor's principal place of business and
is a location where Collateral is kept:
25111 Arctic Ocean
Xxxx Xxxxxx, Xxxxxxxxxx 00000
The Company maintains the following additional place of business where
a portion of the Collateral is kept:
SDC
0000 Xxxxxx Xxx. #0
Xxxxxxx, Xxxxxxxxxx 00000
Collateral also is kept at the following third party locations:
Corlund Electronics
00000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000
American Optisurgical
00000 Xxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
DisCopy Labs
0000-X Xxxxxx Xx.
Xxxxxxx, Xxxxxxxxxx 00000
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Schedule 1
to
Security Agreement
EXCEPTIONS
----------
Title to the Collateral:
See Schedule 2.1(l) to the Purchase Agreement (except with regard to
the promissory note in favor of Xxxxxx, Martens Xxxxx & Bear LLP and the various
capital leases).
Legal Proceedings:
See Schedule 2.1(m) to the Purchase Agreement.
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