EXHIBIT A COLLATERAL & SECURITY AGREEMENT
Exhibit 99.2
* A portion of such document has been omitted pursuant to
Rule 24b-2 of the
Securities and Exchange Act of 1934, as amended. Such
omitted section has been filed
separately with the SEC pursuant to a request
for confidential treatment.
EXHIBIT A
COLLATERAL & SECURITY AGREEMENT
1. Security Interest. Writer hereby grants to Holder a security interest in the following described property (“Security” or “Collateral” or “Security Interest”):
1,400,000 units of * Investment Fund (or similar equivalent), or $1,400,000 (one million seven hundred thousand US Dollars) worth of any other assets
This Collateral and security interest will secure the payment and performance of the Writer’s Secured & Collateralized Promissory Note Document C-12152009a in the amount of $1,400,000 (one million seven hundred thousand).
2. Warranties and Covenants of Writer. Writer makes the following warranties and covenants to Holder:
(A) Writer is the sole owner of the Collateral free from any lien, security interest, or encumbrance, and Writer will defend the Collateral against all claims and demands of all parties at any time claiming interest therein.
(B) This Collateral has not been pledged, assigned, or hypothecated for any other purpose, and no financing statement is on file in any local, state, or federal institution, bureau, government, or public office.
* A portion of such document has been omitted pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. Such omitted section has been filed separately with the SEC pursuant to a request for confidential treatment.
(C) While the principal and interest balance of the Secured & Collateralized Promissory Note Document C-12152009a remains outstanding, Writer will not transfer, sell, offer to sell, assign, pledge, liquidate, spend, or otherwise transfer to any party an amount of the Collateral equal to or greater than the outstanding balance of the Secured & Collateralized Promissory Note Document C-12152009a.
(D) Writer will pay promptly when due all taxes, expenses, and assessments upon the Collateral.
3. Perfection. Holder has the right, upon its election, to perfect the Collateral and security and this Collateral and Security Agreement by filing a financing statement or like instrument with its proper local, state, or federal institution, bureau, government, or public office. Holder is encouraged to perfect this instrument, and Writer will reasonably assist in Holder’s doing so. 4. Remedies Upon Default. In the event of Writer’s default on the Secured & Collateralized Promissory Note Document C-08102009, Holder may declare all obligations secured hereby immediately due and payable and shall have the remedies of a secured party, including without limitation the right to take immediate and exclusive possession of the Collateral or any part thereof, or to obtain a court order to do so; and the Writer must surrender the security and Collateral to the Holder within 5 (five) business days of receiving written notice that Holder is taking possession of the Collateral as remedy of default.
4. Remedies Upon Default. In the event of Writer’s default on the Secured Collateralized Promissory Note Document C-1215009, Holder may declare all obligations secured hereby immediately due and payable and shall have the remedies of a secured party, including without limitation the right to take immediate and exclusive possession of the Collateral or any part thereof, or to obtain a court order to do so; and the Writer must surrender the security and Collateral to the Holder within 5 (five) business days of receiving written notice that Holder is taking possession of the Collateral as remedy of default.
5. Normal Course of Business. Provided that no default has occurred on the Secured & Collateralized Promissory Note Document C-08102009, Writer will use and possess the Collateral in the normal course of business. Further, Writer may liquidate, transfer, or exchange the Collateral into another viable investment vehicle with equal or greater value, including but not limited to bonds, money market funds, mutual funds, other stocks, or private placement convertible promissory notes or other investment vehicles. However, any liquidation, transfer, or exchange into another viable investment vehicle will not affect Holder’s security, rights, or claims to the underlying Collateral. At any time upon Holder’s request, Writer will promptly provide update on the investment vehicle placement of this Collateral.
