SECURITY AGREEMENT ($1,000,000 Aggregate Principal Notes)
EXHIBIT
10.85
($1,000,000
Aggregate Principal Notes)
This
Security Agreement (this "Agreement") is
made as of February 28, 2005 by and between Positron Corporation, a Texas
corporation (the "Debtor"), in
favor of Solaris Opportunity Fund, L.P., its successors and assigns (the
"Secured
Party").
R E C I T
A L S :
WHEREAS,
the Debtor and Secured Party are parties to that certain Note Purchase Agreement
dated February 28, 2005, wherein Secured Party agreed to purchase and Debtor
agreed to sell Secured Convertible Promissory Notes in the aggregate principal
amount of $1,000,000 (the "Note");
WHEREAS,
the Debtor and Secured Party desire to enter into this Agreement pursuant to
which the Debtor grants to Secured Party a security interest in the Collateral
(as that term is hereinafter defined) to secure the payment and performance by
the Debtor of its obligations under the Notes;
NOW,
THEREFORE, in consideration of the purchase of the Note by the Secured Party and
for other good and valuable consideration, the Debtor hereby agrees with the
Secured Party as follows:
A G R E E
M E N T :
1. Grant
of Security Interest.
(a) To secure
the Debtor's full and timely performance of all of the Debtor's indebtedness,
liabilities and other obligations to the Secured Party pursuant to this
Agreement and the Notes (including, without limitation, Debtor's obligation to
timely pay the principal amount of the Notes, all interest accrued thereon, all
fees and all other amounts payable by Debtor to the Secured Party thereunder or
in connection therewith, whether now existing or hereafter arising, and whether
due or to become due, absolute or contingent, liquidated or unliquidated,
determined or undetermined) (the "Obligations"), the
Debtor hereby pledges, assigns, transfers, hypothecates and sets over to the
Secured Party, and hereby grants to the Secured Party a security interest (the
"Security
Interest") in,
all of Debtor's right, title and interest in, to and under the property
described on Exhibit A hereto,
wherever located and whether now existing or owned or hereafter acquired or
arising (the "Collateral"), until
such Obligations are paid in full. The Security Interest shall be subordinated
to the security interest securing Debtor's indebtedness owed to IMAGIN
Diagnostic Centers, Inc. ("Senior
Lender") under
those certain Security Agreements between the Debtor and Senior Lender dated
May 21, 2004, as the same may be extended, renewed, amended or otherwise
modified (the "IMAGIN
Facilities").
(b) Anything
herein to the contrary notwithstanding, (i) Debtor shall remain liable
under any contracts, agreements and other documents 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,
(ii) the exercise by Secured Party of any of the rights hereunder shall not
release Debtor from any of its duties or obligations under such contracts,
agreements and other documents included in the Collateral, and
(iii) Secured Party shall not have any obligation or liability under any
contracts, agreements and other documents included in the Collateral by reason
of this Agreement, nor shall Secured Party be obligated to perform any of the
obligations or duties of Debtor thereunder or to take any action to collect or
enforce any such contract, agreement or other document included in the
Collateral hereunder; provided, however, that Secured Party may perform such
obligations or duties of Debtor if such have not been timely performed by
Debtor, and if Secured Party performs such obligations or duties, Debtor shall
pay to Secured Party on demand all reasonable expenses incurred by Secured Party
in connection with such performance, and such obligation shall constitute
Obligations secured by this Agreement.
(c) This
Agreement shall create a continuing security interest in the
Collateral.
2. Representations
and Warranties. Debtor
represents and warrants to the Secured Party that:
(a) Debtor's
chief executive office and principal place of business is located at the address
set forth in Schedule 1;
Debtor's jurisdiction of organization is set forth in Schedule 1;
Debtor's exact legal name is as set forth in the first paragraph of this
Agreement; all other locations where Debtor conducts business or Collateral is
kept are set forth in Schedule 1; and all
trade names and fictitious names under which Debtor at any time in the past has
conducted or presently conducts its business operations are set forth in
Schedule 1.
(b) Other
than Permitted Liens, Debtor is the sole and complete owner of the Collateral,
free from any mortgage, deed of trust, pledge, security interest, assignment,
deposit arrangement, charge or encumbrance, lien, or other type of preferential
arrangement (a "Lien"), and
(ii) Debtor's grant of a security interest in the Collateral under this
Agreement, upon filing of the financing statement(s) in the office(s) of the
Texas Secretary of State creates a perfected security interest in the
Collateral.
(c) For the
purpose of this Agreement "Permitted
Liens" mean
the following:
(i) the
security interests granted pursuant to this Agreement;
(ii) the
IMAGIN Facilities;
(iii) liens for
taxes assessments or governmental charges or claims (a) for amounts not yet
overdue or (b) for amounts that are overdue and that (in the case of any such
amounts overdue for a period in excess of five days) are being contested in good
faith by appropriate proceedings, so long as (A) such reserves or other
appropriate provisions, if any, as shall be required by generally accepted
accounting principles (GAAP) shall have been made for any such contested amounts
and (B) in the case of a lien with respect to any portion of the Collateral,
such contest proceedings conclusively operate to stay the sale of any portion of
the Collateral on account of such lien;
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(iv) liens
incurred or deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social security
or to secure the performance of tenders, statutory obligations, bids, leases,
government contracts, trade contracts, performance and return-of-money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money), so long as no foreclosure, sale or similar proceedings have been
commenced with respect to any portion of the Collateral on account
thereof;
(v) any
attachment or judgment lien not constituting an Event of Default;
(vi) leases or
subleases granted to third parties and not interfering in any material respect
with the ordinary conduct of the business of Debtor or any of its subsidiaries;
(vii) liens
arising from filing UCC financing statements relating solely to equipment
leases; and
(viii) liens in
favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of
goods.
"UCC"
shall mean the Uniform Commercial Code, as in effect from time to time, of the
State of Texas or of any other state the laws of which are required as a result
thereof to be applied in connection with the issue of perfection of security
interests.
3. Covenants. From
and after the date of this Agreement until the Obligations are paid in
full:
(a) Limitations
on Liens. With
the exception of Permitted Liens, the Debtor will not create, incur or permit to
exist, will defend the Collateral against, and will take such other action as is
necessary to remove, any lien or claim on or to the Collateral. The Debtor shall
do and perform all reasonable acts that may be necessary and appropriate to
maintain, preserve and protect the Collateral, and will defend the right, title
and interest of the Secured Party in and to any of the Collateral against the
claims and demands of all other persons. With the exception of financing
statements filed in connection with Permitted Liens, no financing statements or
other notices of security interests covering any Collateral or any proceeds
thereof are currently on file in any public office and the Debtor shall not
authorize any party (other than the Secured Party) to file a financing statement
in any public office before the Obligations are paid in full.
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(b) Financing
Statements, Etc. Debtor
shall execute and deliver to the Secured Party upon the request of the Secured
Party as soon as possible after the closing of the transactions contemplated
hereby and Debtor hereby authorizes the Secured Party to file (with or without
Debtor's signature), at any time and from time to time thereafter, all financing
statements, assignments, continuation financing statements, termination
statements, account control agreements, and other documents and instruments,
including but not limited to filings with the relevant patent, trademark and
copyright authorities in connection with notice of the Secured Party's interest
in the Company's intellectual property and rights, in form reasonably
satisfactory to the Secured Party, and take all other action, as Secured Party
may reasonably request, to perfect and continue perfected, maintain the priority
of or provide notice of the security interest of Secured Party in the Collateral
and to accomplish the purposes of this Agreement. Debtor will cooperate with
Secured Party in obtaining control (as defined in the Uniform Commercial Code,
as enacted in the State of Texas and amended from time to time (the
"Code")) of
Collateral consisting of deposit accounts, investment property, letter of credit
rights and electronic chatter paper. Debtor will join with Secured Party in
notifying any third party who has possession of any Collateral of Secured
Party's security interest therein and obtaining an acknowledgment from the third
party that is holding the Collateral for the benefit of Secured Party. Debtor
will not create any chattel paper without placing a legend on the chattel paper
acceptable to Secured Party indicating that Secured Party has a security
interest in the chattel paper.
(c) Indemnification. The
Debtor will defend, indemnify and hold harmless the Secured Party against any
and all liabilities, costs and expenses (including, without limitation, legal
fees and expenses): (i) with respect to, or resulting from, any delay in
paying, any and all excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral, (ii) with
respect to, or resulting from, any delay in complying with any law, rule,
regulation or order of any governmental authority applicable to any of the
Collateral or (iii) in connection with any of the transactions contemplated
by this Agreement.
(d) Maintenance
of Records. The
Debtor will keep and maintain, at its own expense, complete and satisfactory
records of the Collateral.
(e) Inspection
Rights. The
Secured Party shall have full access during normal business hours, and upon
reasonable prior notice, to all the books, correspondence and other records of
the Debtor relating to the Collateral. The Secured Party or its representatives
may examine such records and make photocopies or otherwise take extracts from
such records. The Debtor shall render to the Secured Party, at the Debtor's
expense, such clerical and other assistance as may be reasonably requested with
regard to the exercise of its rights pursuant to this paragraph.
(f) Compliance
with Laws. The
Debtor will comply in all material respects with all laws, rules, regulations
and orders of any governmental authority applicable to any part of the
Collateral or to the operation of the Debtor's business; provided, however, that
the Debtor may contest any such law, rule, regulation or order in any reasonable
manner which does not, in the reasonable opinion of the Debtor, adversely affect
the Secured Party's rights or the priority of its liens on the
Collateral.
(g) Payment
of Obligations. The
Debtor will pay promptly when due all taxes, assessments and governmental
charges or levies imposed upon the Collateral or with respect to any of its
income or profits derived from the Collateral, as well as all claims of any kind
(including, without limitation, claims for labor, materials and supplies)
against or with respect to the Collateral, except that no such charge need be
paid if (i) the validity of such charge is being contested in good faith by
appropriate proceedings, (ii) such proceedings do not involve any material
danger of the sale, forfeiture or loss of any of the Collateral or any interest
in the Collateral and (iii) such charge is adequately reserved against on
the Debtor's books in accordance with generally accepted accounting
principles.
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(h) Limitations
on Dispositions of Collateral. The
Debtor will not sell, transfer, lease or otherwise dispose of any of the
Collateral, or attempt, offer or contract to do so, other than in the ordinary
course of Debtor's business.
(i) Change
of Location. Debtor
shall give prompt written notice to Secured Party (and in any event not later
than thirty (30) days following any change described below in this subsection)
of: (i) any change in the location of Debtor's chief executive office or
principal place of business, (ii) any change in the locations set forth in
Schedule 1;
(iii) any change in its name, (iv) any changes in its identity or
structure in any manner which might make any financing statement filed hereunder
incorrect or misleading; and (v) any change in its jurisdiction of
organization; provided that Debtor shall not locate any Collateral outside of
the United States nor shall Debtor change its jurisdiction of organization to a
jurisdiction outside of the United States.
(j) Insurance. Debtor
shall carry and maintain in full force and effect, at its own expense and with
financially sound and reputable insurance companies, insurance with respect to
the Collateral in such amounts, with such deductibles and covering such risks as
is customarily carried by companies engaged in the same or similar businesses
and owning similar properties in the localities where Debtor operates.
(k) Corporate
Existence. Debtor
shall maintain and preserve its corporate existence, its rights to transact
business and all other rights, franchises and privileges necessary or desirable
in the normal course of its business and operations and the ownership of the
Collateral, except in connection with any transactions expressly permitted by
the Notes.
(l) Further
Identification of Collateral. The
Debtor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Secured Party may reasonably
request, all in reasonable detail.
4. Secured
Party's Appointment as Attorney-in-Fact.
(a) Powers. The
Debtor hereby appoints the Secured Party and any officer or agent of the Secured
Party, with full power of substitution, as its attorney-in-fact with full
irrevocable power and authority in the place of the Debtor and in the name of
the Debtor or their own name, from time to time in the Secured Party's
discretion so long as an Event of Default has occurred and is continuing, for
the purpose of carrying out the terms of this Agreement, to take any appropriate
action and to execute any instrument which may be necessary or desirable to
accomplish the purposes of this Agreement. Without limiting the foregoing, so
long as an Event of Default has occurred and is continuing, the Secured Party
shall have the right, without notice to, or the consent of, the Debtor, to do
any of the following on the Debtor's behalf:
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(i) to pay or
discharge any taxes or liens levied or placed on or threatened against the
Collateral;
(ii) to direct
any party liable for any payment under any of the Collateral to make payment of
any and all amounts due or to become due thereunder directly to the Secured
Party or as the Secured Party directs;
(iii) to ask
for or demand, collect, and receive payment of and receipt for, any payments due
or to become due at any time in respect of or arising out of any
Collateral;
(iv) to
commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to enforce any right in respect of any
Collateral;
(v) to defend
any suit, action or proceeding brought against the Debtor with respect to any
Collateral;
(vi) to
settle, compromise or adjust any suit, action or proceeding described in
subsection (v) above and to give such discharges or releases in connection
therewith as the Secured Party may deem appropriate;
(vii) to assign
and/or license any patent right included in the Collateral of Debtor (along with
the goodwill of the business, if any, to which any such patent right pertains),
throughout the world for such term or terms, on such conditions, and in such
manner, as the Secured Party shall in its sole discretion determine;
and
(viii) generally,
to sell, transfer, pledge and make any agreement with respect to or otherwise
deal with any of the Collateral and to take, at the Secured Party's option and
the Debtor's expense, any actions which the Secured Party deems necessary to
protect, preserve or realize upon the Collateral and the Secured Party's lien on
the Collateral and to carry out the intent of this Agreement, in each case to
the same extent as if the Secured Party was the absolute owner of the Collateral
for all purposes.
The
Debtor hereby ratifies whatever actions the Secured Party shall lawfully do or
cause to be done in accordance with this Section 4. This power of attorney
shall be a power coupled with an interest and shall be irrevocable.
(b) No
Duty on Secured Party's Part. The
powers conferred on the Secured Party by this Section 4 are solely to
protect the Secured Party's interests in the Collateral and shall not impose any
duty upon it to exercise any such powers. The Secured Party and its officers,
directors, employees or agents shall, in the absence of willful misconduct or
gross negligence, not be responsible to the Debtor for any act or failure to act
pursuant to this Section 4.
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5. Event
of Default. Any of
the following events which shall occur or be continuing shall constitute an
"Event
of Default," unless
otherwise consented to in writing by the Secured Party:
(a) Any
event, constituting an "Event of Default," as such terms are defined in Section
3 of the Notes.
(b) Any
representation or warranty by Debtor under or in connection with this Agreement
shall prove to have been incorrect in any material respect when made or deemed
made.
(c) Debtor
shall fail to perform or observe in any material respect any other term,
covenant or agreement contained in this Agreement or the Notes on its part to be
performed or observed and any such failure shall remain unremedied for a period
of 15 days from the date of such failure.
(d) Any
material impairment in the value of the Collateral (other than normal
depreciation).
(e) Any levy
upon, seizure or attachment of any of the Collateral.
(f) Any loss,
theft or substantial damage to, or destruction of, any material portion of the
Collateral (unless within 15 days after the occurrence of any such event, Debtor
furnishes to Secured Party evidence satisfactory to Secured Party that the
amount of any such loss, theft, damage to or destruction of the Collateral is
fully insured under policies naming Secured Party as an additional named insured
or loss payee).
6. Performance
by Secured Party of Debtor's Obligations. If the
Debtor fails to perform or comply with any of its agreements or covenants
contained in this Agreement and the Secured Party performs or complies, or
otherwise causes performance or compliance, with such agreement or covenant in
accordance with the terms of this Agreement, then the reasonable expenses of the
Secured Party incurred in connection with such performance or compliance shall
be payable by the Debtor to the Secured Party on demand and shall constitute
Obligations secured by this Agreement.
7. Remedies. If an
Event of Default has occurred and is continuing, the Secured Party may exercise,
in addition to all other rights and remedies granted to it in this Agreement and
in any other instrument or agreement relating to the Obligations, all rights and
remedies of a secured party under the Code or other applicable law. Without
limiting the foregoing, but in all events subject to the rights of the Senior
Lender, the Secured Party, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law) to or upon the Debtor or any other person (all of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances collect, receive, appropriate and realize upon any or all of the
Collateral, and/or may sell, lease, assign, give an option or options to
purchase, or otherwise dispose of and deliver any or all of the Collateral (or
contract to do any of the foregoing), in one or more parcels at a public or
private sale or sales, at any exchange, broker's board or office of Secured
Party or elsewhere upon such terms and conditions as the Secured Party may deem
advisable, for cash or on credit or for future delivery without assumption of
any credit risk. The Secured Party shall have the right upon any such public
sale or sales and, to the extent permitted by law, upon any such private sale or
sales, to purchase all or any part of the Collateral so sold, free of any right
or equity of redemption in the Debtor, which right or equity is hereby waived or
released to the extent permitted by law. The Secured Party shall apply the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable expenses incurred therein or in
connection with the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Secured Party under this
Agreement (including, without limitation, reasonable attorneys' fees and
expenses) to the payment in whole or in part of the Obligations, and only after
such application and after the payment by the Secured Party of any other amount
required by any provision of law, need the Secured Party account for the
surplus, if any, to the Debtor. To the extent permitted by applicable law, the
Debtor waives all claims, damages and demands it may acquire against the Secured
Party arising out of the exercise by the Secured Party of any of its rights
hereunder. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least five (5) days before such sale or other disposition. The Debtor
shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Secured Party to collect
such deficiency.
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8. Limitation
on Duties Regarding Preservation of Collateral. The
sole duty of the Secured Party with respect to the custody, safekeeping and
preservation of the Collateral, under the Code or otherwise, shall be to deal
with it in the same manner as such Secured Party deals with similar property for
its own account. Neither the Secured Party nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon all or any part of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Debtor or otherwise.
9. Powers
Coupled with an Interest. All
authorizations and agencies contained in this Agreement with respect the
Collateral are irrevocable and powers coupled with an interest.
10. No
Waiver; Cumulative Remedies. The
Secured Party shall not by any act (except by a written instrument pursuant to
Section 11(a) hereof), delay, indulgence, omission or otherwise be deemed
to have waived any right or remedy hereunder or to have acquiesced in any
default under the Notes or in any breach of any of the terms and conditions of
this Agreement. No failure to exercise, nor any delay in exercising, on the part
of the Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Secured Party of any
right or remedy under this Agreement on any one occasion shall not be construed
as a bar to any right or remedy which the Secured Party would otherwise have on
any subsequent occasion. The rights and remedies provided in this Agreement are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.
11. Miscellaneous.
(a) Amendments
and Waivers. Any
term of this Agreement may be amended with the written consent of the Debtor and
Secured Party. Any amendment or waiver effected in accordance with this
Section 11(a) shall be binding upon the parties and their respective
successors and assigns.
(b) Transfer;
Successors and Assigns. The
terms and conditions of this Agreement shall be binding upon the Debtor and its
successors and assigns and inure to the benefit of the Secured Party and its
successors and assigns. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
(c) Governing
Law. This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of Texas, without giving effect to
principles of conflicts of law.
(d) Counterparts;
Facsimile Signatures. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument.
This Agreement may be executed by facsimile signatures.
(e) Titles
and Subtitles. The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
(f) Notices. Any
notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon receipt, when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or forty-eight (48) hours
after being deposited in the U.S. mail as certified or registered mail with
postage prepaid (airmail if sent internationally), if such notice is addressed
to the party to be notified at such party's address or facsimile number as set
forth below, or as subsequently modified by written notice.
(g) Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith,
in order to maintain the economic position enjoyed by each party as close as
possible to that under the provision rendered unenforceable. In the event that
the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement
shall be enforceable in accordance with its terms.
(h) Entire
Agreement. This
Agreement, and the documents referred to herein constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements existing between the parties hereto
concerning such subject matter are expressly canceled.
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(i) Code
Definitions. All
terms defined in the Code and as used herein shall have the same definitions
herein as specified therein; provided, however, that the term "instrument" shall
be such term as defined in Article 9 of the Code rather than Article 3 of the
Code.
The
Debtor and Secured Party have caused this Agreement to be duly executed and
delivered as of the date first above written.
| DEBTOR: | ||
| POSITRON CORPORATION | ||
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| By: | ||
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| Name: | ||
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Its: | ||
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| Address: |
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| SECURED PARTY: | ||
| SOLARIS OPPORTUNITY FUND, L.P. | ||
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| By: | ||
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| Name: | ||
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Its: | ||
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| Address: |
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EXHIBIT
A
The
Collateral shall consist of all right, title and interest of Debtor in all of
its assets, including but not limited to the following:
(i) all
accounts, accounts receivable, contract rights, rights to payment, chattel
paper, electronic chattel paper, commercial tort claims, letter of credit rights
and proceeds of letters of credit, documents, securities, money and instruments,
and investment property, whether held directly or through a securities
intermediary, and other obligations of any kind owed to Debtor, however
evidenced;
(ii) all
deposits and deposit accounts with any bank, savings and loan association,
credit union or like organization, and all funds and amounts therein, and
whether or not held in trust, or in custody or safekeeping, or otherwise
restricted or designated for a particular purpose;
(iii) all
inventory, including, without limitation, all materials, raw materials, parts,
components, work in progress, finished goods, merchandise, supplies, and all
other goods which are held for sale, lease or other disposition or furnished
under contracts of service or consumed in Debtor's business, including, without
limitation, those held for display or demonstration or out on lease or
consignment;
(iv) all
equipment, including, without limitation, all machinery, furniture, furnishings,
fixtures, trade fixtures, tools, parts and supplies, automobiles, trucks,
tractors and other vehicles, appliances, computer and other electronic data
processing equipment and other office equipment, computer programs and related
data processing software, and all additions substitutions, replacements, parts,
accessories, and accessions to and for the foregoing;
(v) all
general intangibles and other personal property of Debtor, including, without
limitation, (A) all tax and other refunds, rebates or credits of every kind
and nature to which Debtor is now or hereafter may become entitled; (B) all
intellectual property and all worldwide rights and interests therein of any type
or description, including, without limitation, all inventions and discoveries,
patents and patent applications, copyrights and applications for copyright
(together with the underlying works of authorship) whether or not registered,
together with any renewals and extensions thereof, trademarks, service marks and
trade names, and applications for registration of such trademarks, service marks
and trade names, domain names, trade secrets, trade dress, trade styles, logos,
other source of business identifiers, mask-works, mask-work registrations,
mask-work applications, software, confidential and proprietary information,
customer lists, other license rights, advertising materials, operating manuals,
methods, processes, know-how, algorithms, formulae, databases, quality control
procedures, product, service and technical specifications, operating, production
and quality control manuals, sales literature, drawings, specifications, blue
prints, descriptions, inventions, name plates and catalogs, and the entire
goodwill of or associated with the businesses now or hereafter conducted by
Debtor connected with and symbolized by any of the aforementioned properties and
assets, and all licenses relating to any of the foregoing, all reissuance,
continuations and continuations-in-part of the foregoing, all other rights
derived from or associated with the foregoing, including the right to ▇▇▇ and
recover for past infringement, and all income and royalties with respect
thereto; (C) all good will, choses in action and causes of action; (D) all
interests in limited and general partnerships and limited liability companies;
and (E) all indemnity agreements, guaranties, insurance policies, insurance
claims, and other contractual, equitable and legal rights of whatever kind or
nature;
(vi) all
books, records and other written, electronic or other documentation in whatever
form maintained by or for Debtor in connection with the ownership of its assets
or the conduct of its business or evidencing or containing information relating
to the Collateral; and
(vii) all
products and proceeds, including insurance proceeds, and supporting obligations
of any and all of the foregoing.
EXHIBIT
A
SCHEDULE 1
Business
Address: ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Incorporated: Texas
Other
Places of Business: N/A
Other
Business Names: N/A
SCHEDULE
1