EXHIBIT 10.17
SECURITY AGREEMENT
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1. IDENTIFICATION.
This Security Agreement (the "Agreement"), dated September 10, 2001, is
entered into by and between IVG Corp., a Delaware corporation (formerly Internet
Venture Group, Inc., a Florida corporation) ("Debtor"), Elorian & ▇▇▇▇▇ ▇▇▇▇▇▇▇
JTWROS, Hamp Family Limited Partnership, ▇. ▇▇▇▇▇▇▇ Belt, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Elorian & ▇▇▇▇▇ ▇▇▇▇▇▇▇ JTWROS, Hamp Family
Limited Partnership, ▇. ▇▇▇▇▇▇▇ Belt, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ are referred to herein individually as a "Shareholder" and
collectively "Shareholders") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as collateral agent [acting in
the manner and to the extent described in the Collateral Agent Agreement defined
below] (the "Collateral Agent"), for the benefit of the parties identified on
Schedule A hereto being collectively, the "Lenders" and each a "Lender".
2. RECITALS.
2.1 The Lenders have made loans to Debtor. The loans are evidenced by
those certain Convertible Notes dated February 2, 2001 and issued pursuant to
the Subscription Agreement described in Section 2.2 below. Additional loans,
evidenced by Promissory Notes dated the date of this Security Agreement in the
aggregate amount of $55,000 were also made by the Lenders to Debtor ("Promissory
Notes"). Collectively, the Convertible Notes and Promissory Notes are referred
to as "Notes". The Notes and Promissory Notes described on Schedule A hereto
(collectively the "Loans") were executed by Debtor as the "Borrower" or "Debtor"
thereof, for the benefit of each individual Lender as the "Holder" or Lender
thereof.
2.2 In order to induce Lenders to forego from exercising their right to
accelerate the Maturity Date (as defined in the Notes), subject to Section 9.2,
and as security for Debtor's performance of its obligations under the Notes
issued February 2, 2001 and as security for the repayment of the Notes and
Promissory Notes and any and all other sums due from Debtor to Lender whether
arising under the Notes issued pursuant to a Subscription Agreement entered into
between Debtor and each Lender relating to the Notes (the "Subscription
Agreement"), or pursuant to other written instruments and agreements entered
into by the Debtor and a Lender in connection with the Subscription Agreement,
whether before or after the date hereof, and further specifically including all
of the Debtor's obligations arising under the Notes and the Subscription
Agreement relating thereto (collectively, the "Obligations"), the Lenders and
Escrow Agent, Debtor and Shareholders, for good and valuable consideration,
receipt of which is acknowledged, have agreed to grant to the Collateral Agent,
for the benefit of the Lenders, a security interest in the Collateral (as such
term is hereinafter defined), on the terms and conditions hereinafter set forth.
Such Loans have been made with recourse as to Debtor.
2.3 The Lenders have appointed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Collateral Agent
pursuant to that certain Collateral Agent Agreement dated as of September 10,
2001, among the Lenders and Collateral Agent.
DEFINED TERMS. The following defined terms which are defined
in the Uniform Commercial Code in effect in the State of New York on the date
hereof are used herein as so defined: Accounts, Chattel Paper, Documents,
Equipment, General Intangibles, Instruments, Inventory and Proceeds.
3. GRANT OF GENERAL SECURITY INTEREST IN COLLATERAL.
3.1 As security for the Obligations, Shareholders hereby grant the
Collateral Agent, for the benefit of the Lenders, a security interest in the
Collateral.
3.2 "Collateral" shall mean all of the following property of the
Shareholders: the common stock of the Debtor as set forth on Schedule B hereto,
together with medallion signature guaranteed stock powers ("Security Shares").
Collateral shall also include all the Shareholders right, title and interest in
and to the Security Shares, together with the proceeds of any sale, exchange,
liquidation or other disposition, whether voluntary or involuntary, and
including but not limited to any securities, Instruments, and all benefits and
entitlements evidenced by or arising out of the Security Shares and all other
securities, Instruments and other property (whether real or personal, tangible
or intangible) issued or accepted in substitution for, or in addition to, the
foregoing, and all dividends, interest, cash, instruments, distributions,
income, securities and any other property (whether real or personal, tangible or
intangible) at any time received, receivable or otherwise distributed in respect
of, or in exchange for, the foregoing, whether now owned or hereafter acquired,
and any and all improvements, additions, replacements, substitutions and any and
all Proceeds arising out of or derived from the foregoing.
3.3 Following the occurrence and during the continuance of an Event of
Default (as defined herein), the Collateral Agent is hereby specifically
authorized to transfer any Collateral into the name of the Collateral Agent and
to take any and all action deemed advisable to the Collateral Agent to remove
any transfer restrictions affecting the Collateral.
4. PERFECTION OF SECURITY INTEREST. The Collateral shall be delivered to
the Collateral Agent as security for the Obligations. The Collateral Agent shall
have a perfected security interest in the Collateral. Shareholders shall execute
and deliver to the Collateral Agent UCC-1 Financing Statements ("Financing
Statements") assigning to the Collateral Agent security interests in
Shareholders' right, title and interest in and to the Collateral. Debtor and
Shareholders hereby authorize the Collateral Agent to file such Financing
Statement at the Debtor's expense, in such filing locations as the Collateral
Agent deems appropriate.
5. DISTRIBUTION ON LIQUIDATION.
5.1 If any sum is paid as a liquidating distribution on or with respect
to the Collateral, Shareholders shall accept same in trust for the Lenders and
shall deliver same to the Collateral Agent to be applied to the Obligations then
due, in accordance with the terms of the Notes.
5.2 So long as no Event of Default (as defined herein) exists,
Shareholders shall be entitled to exercise all voting power pertaining to any of
the Collateral, provided such exercise does not impair the Collateral.
6. FURTHER ACTION BY DEBTOR AND COVENANTS AND WARRANTIES.
6.1 Collateral Agent at all times shall have a perfected security
interest in the Collateral which shall be prior to any other unperfected
interest therein. Subject to the security interest described herein,
Shareholders have and will continue to have full title to the Collateral free
from any liens, leases, encumbrances, judgments or other claims. Collateral
Agent's security interest in the Collateral constitutes and will continue to
constitute a first, prior and indefeasible security interest in favor of
Collateral Agent. Shareholders will do all acts and things, and will execute and
file all instruments (including but not limited to security agreements,
financing statements, continuation statements, etc.) reasonably requested by
Collateral Agent to establish, maintain and continue the perfected security
interest of Collateral Agent in the Collateral, and will promptly on demand, pay
all costs and expenses of filing and recording, including the costs of any
searches reasonably deemed necessary by Collateral Agent from time to time to
establish and determine the validity and the continuing priority of the security
interest of Collateral Agent, and also pay all other claims and charges that in
the opinion of Collateral Agent might prejudice, imperil or otherwise adversely
affect the Collateral or its security interest therein.
6.2 Shareholders will not sell, transfer, assign or pledge those items
of Collateral and Debtor and Shareholders will not allow any such items to be
sold, transferred, assigned or pledged, without the prior written consent of
Collateral Agent. Although Proceeds of Collateral are covered by this Security
Agreement, this shall not be construed to mean that Collateral Agent consents to
any sale of the Collateral.
6.3 Debtor and Shareholders will, at all reasonable times, allow
Collateral Agent or its representatives free and complete access to all of
Debtor 's and Shareholders' records which in any way relate to the Collateral,
for such inspection and examination as Collateral Agent reasonably deems
necessary.
6.4 Debtor and Shareholders, at their sole cost and expense, will
protect and defend this Security Agreement, all of the rights of Collateral
Agent hereunder, and the Collateral against the claims and demands of all other
parties.
6.5 Debtor and Shareholders will promptly notify Collateral Agent of
any levy, distraint or other seizure by legal process or otherwise of any part
of the Collateral, and of any threatened or filed claims or proceedings that
might in any way adversely affect or impair any of the rights of Collateral
Agent under this Agreement.
6.6 Collateral Agent may, at its option, and without any obligation to
do so, pay, perform and discharge any and all amounts, costs, expenses and
liabilities herein agreed to be paid or performed by Debtor or Shareholders, and
all amounts expended by Collateral Agent in so doing shall become part of the
Obligations secured hereby, and shall be immediately due and payable by Debtor
and Shareholders to Collateral Agent upon demand and shall bear interest at 18%
per annum from the dates of such expenditures until paid.
6.7 Upon the request of Collateral Agent, Debtor and Shareholders will
furnish within five (5) days thereafter to Collateral Agent, or to any permitted
assignee of this Agreement, a written statement in form satisfactory to
Collateral Agent, duly acknowledged, certifying the amount of the principal and
interest then owing under the Obligations, whether any claims, offsets or
defenses exist against the Obligations or against this Agreement, or any of the
terms and provisions of any other agreement of Debtor securing the Obligations.
6.8 The Debtor and Shareholders will, at their own expense, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, reports and other assurances or instruments and take further steps
relating to the Collateral and other property or rights covered by the security
interest hereby granted, as the Collateral Agent may reasonably require to
protect its security interest hereunder.
6.9 Each Shareholders represents and warrants that he is the true and
lawful exclusive owner of the Collateral, free and clear of any liens and
encumbrances and acquired the Security Shares for purposes of calculating the
holding period for purposes of Rule 144 under the Securities Act of 1933 ("Rule
144") on the dates set forth on Schedule B. Each Shareholder for himself
represents that the holding period of the Security Shares held by each such
Shareholder commenced for purposes of resale under Rule 144 on the acquisition
date set forth on Schedule B hereto. Shareholder makes the foregoing
representation to the Lender and any transfer agent of the Company's common
stock as if originally made to such transfer agent.
6.10 Shareholders hereby agree not to divest themselves of any right
under the Collateral absent prior written approval of the Collateral Agent.
6.11 Following the occurrence and during the existence of an Event of
Default, Debtor and Shareholders will cooperate and provide such certificate,
resolutions, representations, legal opinions and all other matters necessary to
facilitate a transfer or sale of any part of the Collateral pursuant to Rule
144. Debtor and Shareholders are unaware of any impediment to the resale of the
security by the Collateral Agent upon an Event of Default pursuant to Rule 144.
Debtor and Shareholders will take no action that would impede or limit the
Collateral Agent's ability to resell all the Security Shares upon an Event of
Default pursuant to Rule 144. For so long as any Security Shares are subject to
this Agreement, the Shareholders will not sell any security of the Debtor which
sale would be aggregated with sales by the Collateral Agent pursuant to Rule
144. Debtor shall issue instructions to its transfer agent to comply with the
foregoing sentence. Debtor will not permit the transfer of any security of the
Debtor if such transfer would aggregate for purposes of Rule 144 with sales of
the Security Shares by the Collateral Agent or any sales of the Security Shares.
Shareholders represent and warrant that they have not sold any security of the
Debtor during the ninety (90) days prior to the date of this Agreement. The
Lender acknowledges that upon transfer of the Security Shares to the Lender or
Collateral Agent, the Lenders' holding periods under subsection (d) of Rule 144
may be "tacked" with the Shareholders' holding periods.
7. POWER OF ATTORNEY.
Debtor and Shareholders hereby irrevocably constitute and appoint the
Collateral Agent as the true and lawful attorney of Debtor and Shareholders,
with full power of substitution, in the place and stead of Debtor and
Shareholders and in the name of Debtor and Shareholders or otherwise, at any
time or times, in the discretion of the Collateral Agent, to take any action and
to execute any instrument or document which the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement which Debtor
or Shareholders fail to take or fail to execute within five (5) business days of
the Collateral Agent's reasonable request therefor. This power of attorney is
coupled with an interest, is irrevocable and shall not be affected by any
subsequent disability or incapacity of Debtor or Shareholders.
8. PERFORMANCE BY THE COLLATERAL AGENT.
If Debtor or Shareholders fail to perform any material covenant,
agreement, duty or obligation of Debtor or Shareholders under this Agreement,
the Collateral Agent may, at any time or times in its discretion, take action to
effect performance of such obligation. All reasonable expenses of the Collateral
Agent incurred in connection with the foregoing authorization shall be payable
by Debtor and Shareholders as provided in Paragraph 12.1 hereof. No
discretionary right, remedy or power granted to the Collateral Agent under any
part of this Agreement shall be deemed to impose any obligation whatsoever on
the Collateral Agent with respect thereto, such rights, remedies and powers
being solely for the protection of the Collateral Agent.
9. EVENT OF DEFAULT/WAIVER.
9.1 An event of default ("Event of Default") shall be deemed to have
occurred hereunder upon the occurrence of any event of default as defined in the
Notes or Subscription Agreement. Upon and after any Event of Default, after the
applicable cure period, if any, any or all of the Obligations shall become
immediately due and payable at the option of the Collateral Agent, for the
benefit of the Lenders, or at the option of any Lender for himself, and the
Collateral Agent may dispose of Collateral as provided below. A default by
Debtor or Shareholders of any of their obligations pursuant to this Agreement
including but not limited to the obligations set forth in Section 6 of this
Agreement, or a misrepresentation by Debtor or Shareholders of a material fact
stated herein, shall be deemed an Event of Default hereunder and an event of
default as defined in the Obligations.
9.2 Pursuant to Section 10.1(iv) of the Subscription Agreement, the
Debtor was required to file a registration statement with the Securities and
Exchange Commission on or before May 3, 2001 which registration statement was
required to be declared effective by the Securities and Exchange Commission on
or before June 17, 2001. Failure by the Debtor to timely file the registration
statement or for such registration statement not to be declared effective on or
prior to June 17, 2001 is a Non-Registration Event (as defined in Section 10.4
of the Subscription Agreement) which gives rise to Liquidated Damages as set
forth in Section 10.4 of the Subscription Agreement and further constitutes an
Event of Default pursuant to Section 3.11 of the Notes. The Debtor acknowledges
that a Non-Registration Event has occurred. Each of the Lenders hereby waives
its rights in connection with, and amounts payable to Lenders as a result of,
the Non-Registration Event that has occurred, provided the Debtor complies with
its registration obligations as if thirty (30) days after the date of this
Agreement were the Filing Date (as defined in Section 10.1(iv) of the
Subscription Agreement) in respect of the filing of an amendment to the
registration statement filed on May 2, 2001, which amendment must be responsive
to the Securities and Exchange Commission letter of comment dated June 7, 2001,
and as if ninety (90) days after the date of this Agreement were the Effective
Date (as defined in Section 10.1(iv) of the Subscription Agreement) otherwise
there is no waiver of any of Debtor's rights or Liquidated Damages.
10. DISPOSITION OF COLLATERAL. Upon and after any Event of Default which is
then continuing,
10.1 The Collateral Agent may exercise its rights with respect to each
and every component of the Collateral, without regard to the existence of any
other security or source of payment for the Obligations or any other component
of the Collateral. In addition to other rights and remedies provided for herein
or otherwise available to it, the Collateral Agent shall have all of the rights
and remedies of a lender on default under the Uniform Commercial Code then in
effect in the State of New York.
10.2 If any notice to Shareholders of the sale or other disposition of
Collateral is required by then applicable law, five (5) days' prior notice (or,
if longer, the shortest period of time permitted by then applicable law) to
Shareholders of the time and place of any public sale of Collateral or of the
time after which any private sale or any other intended disposition is to be
made, shall constitute reasonable notification.
10.3 The Collateral Agent is authorized, at any such sale, if the
Collateral Agent deems it advisable to do so, in order to comply with any
applicable securities laws, to restrict the prospective bidders or purchasers to
persons who will represent and agree, among other things, that they are
purchasing the Collateral for their own account for investment, and not with a
view to the distribution or resale thereof, or otherwise to restrict such sale
in such other manner as the Collateral Agent deems advisable to ensure such
compliance. Sales made subject to such restrictions shall be deemed to have been
made in a commercially reasonable manner.
10.4 All cash proceeds received by the Collateral Agent for the benefit
of the Lenders in respect of any sale, collection or other enforcement or
disposition of Collateral, shall be applied (after deduction of any amounts
payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the
Obligations PRO RATA among the Lenders in proportion to their respective
interest in the Obligations. Upon payment in full of all Obligations,
Shareholders shall be entitled to the return of all Collateral, including cash,
which has not been used or applied toward the payment of Obligations or used or
applied to any and all costs or expenses of the Collateral Agent incurred in
connection with the liquidation of the Collateral (unless another person is
legally entitled thereto). Any assignment of Collateral by the Collateral Agent
to Shareholders shall be without representation or warranty of any nature
whatsoever and wholly without recourse. Each Lender may purchase the Collateral
and pay for such purchase by offsetting any sums owed to such Lender by Debtor
arising under the Obligations or any other source.
10.5 No exercise by the Collateral Agent of any right hereby given it,
no dealing by the Collateral Agent with Debtor, Shareholders or any other
person, and no change, impairment or suspension of any right or remedy of the
Collateral Agent shall in any way affect any of the obligations of Debtor or
Shareholders hereunder or any Collateral furnished by Shareholders or give
Debtor or Shareholders any recourse against the Collateral Agent.
10.6 The Security Shares shall be released to the Shareholders upon the
complete satisfaction of the Obligations and Collateral Agent agrees to execute
all documents, instruments, UCC termination statements and releases reasonably
requested by a Shareholder to effect the termination of Collateral Agent's
security interest hereunder.
10.7 The Security Shares may be released by the Collateral Agent
directly to the Lenders in proportion to their interests as set forth on
Schedule A hereto at any time after written request, therefore to the Collateral
Agent by any such Lender ("Request for Release"), and provided such request is
made after the occurrence of an Event of Default and expiration of notice and
cure period provisions, if any. The Collateral Agent shall notify the Debtor and
Shareholders of any release of the Security Shares in writing five business days
after such release. The attributed value of the Security Shares shall be equal
to the Conversion Price (as defined in the Note) in effect on the date Request
for Release is given to the Collateral Agent. The Request for Release must
include a statement supporting the determination of the Conversion Price being
employed. The Collateral Agent may not release an amount of Security Shares to a
Lender pursuant to any particular Request for Release that would be in excess of
the amount of Common Stock of the Debtor the Lender would be permitted to
receive upon delivery of a Conversion Notice (as defined in the Note). The
Debtor shall receive a credit against the Obligations in an amount corresponding
to the Conversion Price employed multiplied by the number of Security Shares
released to a Lender.
11. WAIVER OF AUTOMATIC STAY. The Debtor and Shareholders acknowledge and
agree that should a proceeding under any bankruptcy or insolvency law be
commenced by or against the Debtor or Shareholders, or if any of the Collateral
(as defined in the Security Agreement) should become the subject of any
bankruptcy or insolvency proceeding, then the Collateral Agent should be
entitled to, among other relief to which the Collateral Agent may be entitled
under the Note, Security Agreement, Subscription Agreement and any other
agreement to which the Debtor, Shareholders, Lenders or Collateral Agent are
parties, (collectively "Loan Documents") and/or applicable law, an order from
the court granting immediate relief from the automatic stay pursuant to 11
U.S.C. Section 362 to permit the Collateral Agent to exercise all of its rights
and remedies pursuant to the Loan Documents and/or applicable law. THE DEBTOR
AND SHAREHOLDERS EXPRESSLY WAIVE THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11
U.S.C. SECTION 362 AS TO COLLATERAL AGENT. FURTHERMORE, THE DEBTOR AND
SHAREHOLDERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER 11 U.S.C. SECTION 362
NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE
(INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT,
CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE COLLATERAL AGENT TO
ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR
APPLICABLE LAW. The Debtor and Shareholders hereby consent to any motion for
relief from stay which may be filed by the Collateral Agent in any bankruptcy or
insolvency proceeding initiated by or against the Debtor and Shareholders, and
further agree not to file any opposition to any motion for relief from stay
filed by the Collateral Agent. The Debtor and Shareholders represent,
acknowledge and agree that this provision is a specific and material aspect of
this Agreement, and that the Collateral Agent would not agree to the terms of
this Agreement if this waiver were not a part of this Agreement. The Debtor and
Shareholders further represent, acknowledge and agree that this waiver is
knowingly, intelligently and voluntarily made, that neither the Collateral Agent
nor any person acting on behalf of the Collateral Agent has made any
representations to induce this waiver, that the Debtor and Shareholders have
been represented (or has had the opportunity to be represented) in the signing
of this Agreement and in the making of this waiver by independent legal counsel
selected by the Debtor and Shareholders and that the Debtor and Shareholders
have had the opportunity to discuss this waiver with counsel. The Debtor and
Shareholders further agree that any bankruptcy or insolvency proceeding
initiated by the Debtor or Shareholders will only be brought in courts within
the geographic boundaries of New York State. Notwithstanding anything to the
contrary in this Section 11, the parties hereto agree that this Section shall
terminate and be of no further effect after the security interest created hereby
has terminated.
12. MISCELLANEOUS.
12.1 EXPENSES. Debtor and Shareholders shall severally pay to the
Collateral Agent, on demand, the amount of any and all reasonable expenses,
including, without limitation, attorneys' fees, legal expenses and brokers'
fees, which the Collateral Agent may incur in connection with (a) sale,
collection or other enforcement or disposition of Collateral; (b) exercise or
enforcement of any the rights, remedies or powers of the Collateral Agent
hereunder or with respect to any or all of the Obligations; or (c) failure by
Debtor or Shareholders to perform and observe any agreements of Debtor or
Shareholders contained herein which are performed by the Collateral Agent.
12.2 WAIVERS, AMENDMENT AND REMEDIES. No course of dealing by the
Collateral Agent and no failure by the Collateral Agent to exercise, or delay by
the Collateral Agent in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof, and no single or partial exercise thereof shall
preclude any other or further exercise thereof or the exercise of any other
right, remedy or power of the Collateral Agent. No amendment, modification or
waiver of any provision of this Agreement and no consent to any departure by
Debtor or Shareholders therefrom, shall, in any event, be effective unless
contained in a writing signed by the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. The rights, remedies and powers of the Collateral
Agent, not only hereunder, but also under any instruments and agreements
evidencing or securing the Obligations and under applicable law are cumulative,
and may be exercised by the Collateral Agent from time to time in such order as
the Collateral Agent may elect.
12.3 NOTICES. Any notice or other communications under the provisions
of this Agreement shall be given in writing and delivered to the recipient in
person, by reputable overnight courier or delivery service, by facsimile machine
(receipt conformed) with a copy sent by first class mail on the date of
transmission, or by registered or certified mail, return receipt requested,
directed to its address set forth below (or to any new address of which a party
hereto shall have informed the other by the giving of notice in the manner
provided herein):
To Debtor: IVG Corp.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
2300 ▇▇▇▇▇▇▇▇ ▇▇▇▇ Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To Shareholders: To the addresses and telecopier numbers
Set forth on Schedule B hereto
To Lenders: To the addresses and telecopier numbers
Set forth on Schedule A hereto
To the Collateral Agent: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Grushko & ▇▇▇▇▇▇▇, P.C.
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Any party may change its address by written notice in accordance with this
paragraph.
12.4 TERM; BINDING EFFECT. This Agreement shall (a) remain in full
force and effect until payment and satisfaction in full of all of the
Obligations; (b) be binding upon Debtor and Shareholders, and their successors
and assigns; and (c) inure to the benefit of the Collateral Agent, for the
benefit of the Lenders and their heirs, legal representatives, successors in
title and permitted assigns.
12.5 CAPTIONS. The captions of Paragraphs, Articles and Sections in
this Agreement have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other
significance whatsoever.
12.6 GOVERNING LAW; VENUE; SEVERABILITY. 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, except to the extent
that the perfection of the security interest granted hereby in respect of any
item of Collateral may be governed by the law of another jurisdiction. Any legal
action or proceeding against the Debtor and Shareholders with respect to this
Agreement may be brought in the courts of the State of New York or of the United
States for the Southern District of New York, and, by execution and delivery of
this Agreement, each of the Debtor and Shareholders hereby irrevocably accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts. The Debtor and Shareholders hereby
irrevocably waive any objection which they may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or
in connection with this Agreement brought in the aforesaid courts and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum. If any provision of this Agreement, or the application
thereof to any person or circumstance, is held invalid, such invalidity shall
not affect any other provisions which can be given effect without the invalid
provision or application, and to this end the provisions hereof shall be
severable and the remaining, valid provisions shall remain of full force and
effect.
12.7 COUNTERPARTS/EXECUTION. This Agreement may be executed in any
number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by facsimile
transmission.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Security Agreement, as of the date first written above.
"DEBTOR"
IVG CORP.
a Delaware corporation
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: CEO
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"SHAREHOLDERS"
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------ ---------------------------------------
ELORIAN & ▇▇▇▇▇ ▇▇▇▇▇▇▇ JTWROS HAMP FAMILY LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇. ▇▇▇▇▇▇▇ BELT /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------ ---------------------------------------
▇. ▇▇▇▇▇▇▇ BELT ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------ ---------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - "COLLATERAL AGENT"
APPROVED:
/S/ ILLEGIBLE /s/ ▇. ▇▇▇▇ - DIRECTOR
------------------------------------ ---------------------------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT AMRO INTERNATIONAL, S.A.
/s/ ILLEGIBLE /s/ ILLEGIBLE
------------------------------------ ---------------------------------------
MARKHAM HOLDINGS LTD. ▇▇▇▇▇▇▇▇▇▇▇ LIMITED PARTNERSHIP
THIS SECURITY AGREEMENT MAY BE EXECUTED BY FACSIMILE SIGNATURE AND DELIVERED
BY CONFIRMED FACSIMILE TRANSMISSION.
SCHEDULE A TO SECURITY AGREEMENT
--------------------------------
PRINCIPAL NOTE PRINCIPAL
AMOUNT - ISSUE PROMISSORY NOTE
SUBSCRIBERS DATE FEBRUARY 2, 2001 AMOUNT
--------------------------------------------- ---------------------------- ------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT $300,000.00 $15,000.00
A Lichtenstein corporation
▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Lichtenstein
Fax:
--------------------------------------------- ---------------------------- ------------------
AMRO INTERNATIONAL, S.A.
▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ CH8022
Fax: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇ $250,000.00 $12,500.00
--------------------------------------------- ---------------------------- ------------------
MARKHAM HOLDINGS LTD.
C/o ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
50 Town Range
▇.▇. ▇▇▇ ▇▇▇
Gilbraltar
Fax: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇▇ $350,000.00 $17,500.00
--------------------------------------------- ---------------------------- ------------------
▇▇▇▇▇▇▇▇▇▇▇ LIMITED PARTNERSHIP
C/o ▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ $200,000.00 $10,000.00
--------------------------------------------- ---------------------------- ------------------
TOTAL $1,100,000.00 $55,000.00
--------------------------------------------- ---------------------------- ------------------
SCHEDULE B TO SECURITY AGREEMENT
--------------------------------
STOCK
DEPOSITOR DEPOSITED SECURITY CERTIFICATE ACQUISITION
SHARES NUMBERS DATE*
------------------------------------------ --------------------------------- -------------------- -------------------
ELORIAN AND ▇▇▇▇▇ ▇▇▇▇▇▇▇ JTWROS 3,000,000 common shares 2142 12/31/99
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ($.0001 par value per share) of
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ivg Corp.
------------------------------------------ --------------------------------- -------------------- -------------------
HAMP FAMILY LIMITED PARTNERSHIP 600,000 common shares 2377, 2378, 2379, 12/31/99
1539 Lazy Spring ($.0001) par value per share) 2380, 2381, 2382
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ of IVG Corp.
------------------------------------------ --------------------------------- -------------------- -------------------
▇. ▇▇▇▇▇▇▇ BELT 870,000 common shares 2048, 2049, 2050, 12/31/99
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ($.0001) par value per share) ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ of IVG Corp.
------------------------------------------ --------------------------------- -------------------- -------------------
▇▇▇▇▇ ▇▇▇▇▇▇ 215,000 common shares 2468 12/31/99
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ($.0001) par value per share)
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ of IVG Corp.
------------------------------------------ --------------------------------- -------------------- -------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 100,000 common shares 2275 12/31/99
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ($.0001) par value per share)
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ of IVG Corp.
------------------------------------------ --------------------------------- -------------------- -------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 218,000 common shares 137, 142, 1709, 1914 12/31/99
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇., #▇▇▇ ($.0001) par value per share)
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ of IVG Corp.
------------------------------------------ --------------------------------- -------------------- -------------------
* The Depositor represents that each of the deposited Security Shares was
initially issued on the Acquisition Date and fully paid for as of the
Acquisition Date.