The Secured Party acknowledges the Permitted Encumbrances set forth in Schedule 1.1(c) hereto, and that FGI has first and continuing security interest existing in the Collateral (FGI Encumbrance) and the Selling Shareholders have prior pledges of the Colmek Shares at the date of this Agreement (Colmek Encumbrance).
The Company shall take all steps necessary to settle all its indebtedness and obligations in full in relation to (a) the Colmek Encumbrances by no later than April 30, 2008; and (b) the FGI Encumbrances by no later than September 30, 2008; and procure that the security interest in and over the Collateral in respect of these Permitted Encumbrances be released and all filings and recordings pertaining to same be terminated or otherwise removed from all registers.
In respect of the Colmek Encumbrances the Company shall no later than April 30, 2008 take all steps in all jurisdictions necessary to ensure that after the discharge of the Colmek Encumbrance, the Security Interest of the Secured Party constitutes at that time a first priority Security Interest in the Collateral.
The Security Interest in Colmek shall be subject to the Colmek Encumbrances and shall be granted in and/or over the Colmek Collateral defined in the said Schedule.
Colmek Encumbrance As of the date hereof and pursuant to the acquisition agreement between the Coda Octopus (US) Holdings Inc, Colmek and the Selling Shareholders of Colmek, Coda Octopus (US) Holdings has pledged the Colmek Shares to the Selling Shareholders to secure the deferred consideration remaining and due to the Selling Shareholders of US$700,000.