Execution Copy
COPYRIGHT SECURITY AGREEMENT
THIS COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of March 7,
2006, is made between POWERLINX, INC., a Nevada corporation ("Grantor"), and
SOFAER CAPITAL INC., a British Virgin Islands corporation, as collateral agent
for the Purchasers, as referred to in the Security Agreement ("Secured Party").
Grantor and Secured Party hereby agree as follows:
SECTION 1 Definitions; Interpretation.
(a) Terms Defined in Security Agreement. All capitalized terms used in
this Agreement and not otherwise defined herein shall have the meanings assigned
to them in the Security Agreement.
(b) Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:
"Collateral" has the meaning set forth in Section 2.
"Copyright Office" means the United States Copyright Office.
"Security Agreement" means the Security Agreement dated as of March 7, 2006
between Grantor and Secured Party.
(c) Terms Defined in UCC. Where applicable and except as otherwise
defined herein, terms used in this Agreement shall have the meanings assigned to
them in the UCC.
(d) Interpretation. The rules of interpretation applicable to the
Security Agreement shall also be applicable to this Agreement and are
incorporated herein by this reference.
SECTION 2 Security Interest.
(a) Grant of Security Interest. As security for the payment and
performance of the Obligations, Grantor hereby grants, assigns, and conveys to
Secured Party as collateral agent, for itself and on behalf of and for the
ratable benefit of the Purchasers, a security interest in all of Grantor's
right, title and interest in, to and under the following property, in each case
whether now or hereafter existing or arising or in which Grantor now has or
hereafter owns, acquires or develops an interest and wherever located
(collectively, the "Collateral"):
(i) All of Grantor's present and future United States registered
copyrights and copyright registrations, including Grantor's United States
registered copyrights and copyright registrations listed in Schedule A to this
Agreement, all of Grantor's present and future United States applications for
copyright registrations, including Grantor's United States applications for
copyright registrations listed in Schedule B to this Agreement, and all of
Grantor's present and future copyrights which are not registered in the
Copyright Office (collectively, the "Copyrights"), and any and all royalties,
payments, and other amounts payable to Grantor in connection with the
Copyrights, together with all renewals and extensions of the Copyrights, the
right to recover for all past, present, and future infringements of the
Copyrights, and all computer programs, computer databases, computer program flow
diagrams, source codes, object codes and all tangible property embodying or
incorporating the Copyrights, and all other rights of every kind whatsoever
accruing thereunder or pertaining thereto;
(ii) all of Grantor's right, title and interest in and to any and all
present and future license agreements with respect to the Copyrights;
(iii) all accounts, all intangible intellectual or other similar
property and other general intangibles associated with or arising out of any of
the aforementioned properties and assets and not otherwise described above,
including all license payments and payments under insurance (whether or not
Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty
payable by reason of loss or damage to or otherwise with respect to the
foregoing Collateral;
(iv) all commercial tort claims associated with or arising out of any of
the aforementioned properties and assets; and
(v) all products, proceeds and supporting obligations of or with respect
to any and all of the foregoing.
(b) Continuing Security Interest. Grantor agrees that this Agreement
shall create a continuing security interest in the Collateral which shall remain
in effect until terminated in accordance with Section 12.
SECTION 3 Supplement to Security Agreement. This Agreement has been granted
in conjunction with the security interests granted to Secured Party, for itself
and for the ratable benefit of Purchasers, under the Security Agreement. The
rights and remedies of Secured Party with respect to the security interests
granted herein are without prejudice to, and are in addition to those set forth
in the Security Agreement, all terms and provisions of which are incorporated
herein by reference.
SECTION 4 Representations and Warranties. Grantor represents and warrant to
Secured Party that:
(a) Copyright Registrations. A true and correct list of all of Grantor's
United States registered copyrights and copyright registrations is set forth in
Schedule A.
(b) Applications for Copyright Registration. A true and correct list of
all of Grantor's United States applications for copyright registrations is set
forth in Schedule B.
SECTION 5 Further Acts. On a continuing basis, Grantor shall make, execute,
acknowledge and deliver, and file and record in the proper filing and recording
places, all such instruments and documents, and take all such action as may be
necessary or advisable or may be requested by Secured Party to carry out the
intent and purposes of this Agreement, or for assuring, confirming or protecting
the grant or perfection of the security interest granted or purported to be
granted hereby, to ensure Grantor's compliance with this Agreement or to enable
Secured Party to exercise and enforce its rights and remedies hereunder with
respect to the Collateral, including any documents for filing with the Copyright
Office and/or any applicable state office. Secured Party may record this
Agreement, an abstract thereof, or any other document describing Secured Party's
interest in the Copyrights with the Copyright Office, at the expense of Grantor.
SECTION 6 Authorization to Supplement. Grantor shall give Secured Party
prompt notice of any additional United States copyright registrations or
applications therefor after the date hereof; provided, however, that Grantor
shall not register with the Copyright Office any unregistered copyrights
(whether in existence on the date hereof or thereafter acquired, arising, or
developed) unless Grantor provides Secured Party with written notice of its
intent to register such copyrights not less than 30 days prior to the date of
the proposed registration. Grantor authorizes Secured Party to modify this
Agreement by amending Schedule A or B to include any future United States
registered copyrights or applications therefor of Grantor. Notwithstanding the
foregoing, no failure to so modify this Agreement or amend Schedules A or B
shall in any way affect, invalidate or detract from Secured Party's continuing
security interest in all Collateral, whether or not listed on Schedule A or B.
SECTION 7 Binding Effect. This Agreement shall be binding upon, inure to
the benefit of and be enforceable by Grantor, Secured Party and their respective
successors and assigns and shall bind any Person who becomes bound as a debtor
to this Agreement. Grantor may not assign, transfer, hypothecate or otherwise
convey its rights, benefits, obligations or duties hereunder except as
specifically permitted by the Security Agreement.
SECTION 8 Notices. All notices or other communications hereunder shall be
in writing (including by facsimile transmission or by email) and mailed, sent or
delivered to the respective parties hereto at or to their respective addresses,
facsimile numbers or email addresses set forth below their names on the
signature pages hereof, or at or to such other address, facsimile number or
email address as shall be designated by any party in a written notice to the
other parties hereto. All such notices and other communications shall be deemed
to be delivered when a record (within the meaning of the UCC) has been (i)
delivered by hand; (ii) sent by mail upon the earlier of the date of receipt or
five business days after deposit in the mail, first class (or air mail as to
communications sent to or from the United States); (iii) sent by facsimile
transmission; or (iv) sent by email.
SECTION 9 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York, except as required by
mandatory provisions of law and to the extent the validity or perfection of the
security interests hereunder, or the remedies hereunder, in respect of any
Collateral are governed by the law of a jurisdiction other than New York.
SECTION 10 Amendment; Conflict. This Agreement is subject to modification
only by a writing signed by the parties, except as provided herein. To the
extent that any provision of this Agreement conflicts with any provision of the
Security Agreement, the provision giving Secured Party greater rights or
remedies shall govern, it being understood that the purpose of this Agreement is
to add to, and not detract from, the rights granted to Secured Party under the
Security Agreement.
SECTION 11 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
SECTION 12 Termination. Upon payment and performance in full of all
Obligations, the security interests created by this Agreement shall terminate
and Secured Party shall promptly execute and deliver to Grantor such documents
and instruments reasonably requested by Grantor as shall be necessary to
evidence termination of all such security interests given by Grantor to Secured
Party hereunder, including cancellation of this Agreement by written notice from
Secured Party to the Copyright Office.
[Signature on Following Page]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.
Grantor
POWERLINX, INC.
By:______________________________
Name: Xxxxxxx Xxxxxxxxx
Title: Chief Executive Officer
Address:
0000 00xx Xx. X, Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Attn.: Xxxxxxx Xxxxx
Fax: (000) 000-0000
Email: xxxxxx@xxxxx-xxxx.xxx
Secured Party
SOFAER CAPITAL INC.
By:_______________________________
Name:
Title:
Address:
c/o Sofaer Global Research (UK) Limited
0 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attn: Xxx Xxxxx
Fax: (000) 00 00 0000-0000
Email: xxxxxx@xxxxxx.xxx
