COLLATERAL ASSIGNMENT AGREEMENT
Exhibit
10.3
This
COLLATERAL ASSIGNMENT AGREEMENT ("Assignment") is made and entered into as
of
this 23rd
day of
January, 2008, by and among HouseRaising, Inc., a North Carolina Corporation
(the “Company" or “Assignor”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a resident of
Mecklenburg County, North Carolina (the "Assignee").
RECITALS
A.
Company owns the Intellectual Property known as System C which includes all
components of a confidential and proprietary computerized management and
operating system developed from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇’▇ four decades of experiences
gained from selling, designing and building 2,000 custom homes. This system
utilizes cutting edge technology to develop a series of management processes
based on time-proven old-world business techniques that has become HouseRaising.
Through enhancements by the Company’s information technology team, hand-in-hand
with ▇▇. ▇▇▇▇▇▇▇▇ and including the acquisition of LearnBytes, LLC, this
software is changing the way custom homes are sold, designed and built. The
Company’s Intellectual Property further includes all the plans, specification
and design details previously contributed by ▇▇. ▇▇▇▇▇▇▇▇, and which are subject
to several patent-pending applications filed by ▇▇. ▇▇▇▇▇▇▇▇ and assigned over
to the Company, including, without limitation, the ▇▇▇▇ “System C” and the URL
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and other URL’s owned by the Company related to the
system.
B.
Company has executed a Promissory Note and Forbearance Agreement in favor of
Assignee of even date herewith (the “Note”), in exchange for a security interest
under North Carolina law in the Intellectual Property and related assets
(collectively, the "Assigned Assets"). The Assigned Assets are more particularly
described on Exhibit "A" hereto.
C.
The
parties are executing this Agreement in order to memorialize their agreement
regarding the foregoing.
AGREEMENT
NOW,
THEREFORE, in consideration of the Recitals set forth above and other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
I.
COLLATERAL ASSIGNMENT.
1.1
Assignor hereby grants, sells, assigns, transfers and sets over unto Assignee,
its successors and assigns, all right, title and interest in and to the Assigned
Assets, including, without limitation any and all renewals and extensions
thereof, as collateral security for the repayment in full of all obligations
and
indebtedness of Assignor to Assignee of every kind and nature under and pursuant
to the Note.
1.2
Assignor shall take all steps necessary to perfect the security interest herein,
including the registration of this assignment with the United States Patent
and
Trademark Office or with the appropriate UCC division of the Secretary of
State.
II.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY.
The
Company hereby represents, warrants and covenants to the Assignee as
follows:
2.1
ORGANIZATION. GOOD STANDING AND QUALIFICATION. The Company is a Corporation
duly
organized, validly existing and in good standing under the laws of the State
of
North Carolina.
2.2
CAPITALIZATION. The authorized capital of the Company consists of One Hundred
Million (100,000,000) shares of common Stock, $.001 par value, and Ten Million
(10,000,000) shares of preferred stock, $.001 par value.
2.3
AUTHORIZATION. All corporate action on the part of the Company,
its officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations
of the Company hereunder has been or will be taken. This Agreement constitutes
the valid and legally binding obligation of the Company, enforceable in
accordance with its terms.
III.
MISCELLANEOUS
3.1
ENTIRE AGREEMENT. This Agreement and all other documents executed in connection
with the consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to these matters and supersede all
prior agreements, written or oral, with respect thereto.
3.2
GOVERNING LAW. This Agreement shall be governed and construed in accordance
with
the laws of the State of North Carolina without regard to its conflict of law
principles.
3.3 BINDING
EFFECT; NO ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and legal
representatives. This Agreement is not assignable except by operation of
law.
3.4
VARIATIONS IN PRONOUNS. All pronouns and variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may
Require.
3.5
COUNTERPARTS. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto.
2
3.6
HEADINGS. The headings in this Agreement are for reference only, and shall
not
affect the interpretation of this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement under seal as of
the
date first above written.
|
/s/
▇▇▇▇▇▇▇ ▇. von Gnechten
|
|
▇▇▇▇▇▇▇
▇. von Gnechten, Chief Financial Officer
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ (“ASSIGNEE”)
|
|
(In
His Individual Capacity)
|
3
EXHIBIT
A
All
Property and Equipment reflected on Balance Sheet of company, valued at $705,488
as of 9/30/07 as further detailed below:
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
As of 9/30
2007
|
Total
|
||||||||||||||||||||
|
Computer
Equipment
|
28,402.90
|
7,278.11
|
14,027.93
|
9,242.86
|
7,585.56
|
66,537.36
|
||||||||||||||||||||||
|
Software
|
4,075.00
|
(84.89
|
) |
3,956.88
|
6,777.31
|
14,724.30
|
||||||||||||||||||||||
|
Furniture
(Corp & HR-C)
|
37,300.00
|
48,448.09
|
6,278.00
|
16,582.51
|
108,608.60
|
|||||||||||||||||||||||
|
Furniture
(HR-GC)
|
24,972.53
|
24,972.53
|
||||||||||||||||||||||||||
|
Office
Equipment
|
34,729.84
|
34,729.84
|
||||||||||||||||||||||||||
|
Telephone
|
3,709.95
|
3,709.95
|
||||||||||||||||||||||||||
|
Asset
Purchase
|
11,488.11
|
167,225.71
|
5,389.76
|
184,103.58
|
||||||||||||||||||||||||
|
Design
Center (HR-C)
|
6,607.20
|
39,206.75
|
3439.09
|
49,253.04
|
||||||||||||||||||||||||
|
Design
Center (HR-GC)
|
16,102.39
|
202,746.41
|
218,848.80
|
|||||||||||||||||||||||||
|
108,217.69
|
-
|
7,278.11
|
-
|
59,936.20
|
194,053.95
|
68,508.88
|
267,493.17
|
705,488.00
|
||||||||||||||||||||
All
Capitalized Software (also known as System-C) as reflected on Balance Sheet
of
company, valued at $14,577,344 as of 9/30/07, including related patents
(including those noted below), trademarks/service markets (including those
noted
below) and all HRI Master Portfolio Plans of the company (approximately 1917
hard copy and 696 electronic plan files) reflecting a total of approximately
2613 total plans:
U.S.
PATENT APPLICATION – SERIAL NO.: 11/029,569 (FILED JANUARY 5,
2005)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT OF CUSTOM HOME DESIGN AND BUILD PROJECTS,
REFERENCE FILE #P/4267-2
FORMAL
DRAWINGS - SUBMITTED ON 2/27/2006
PUBLISHED
- JUNE 7, 2007 (ELECTRONIC PUBLICATION # US-2007-0129971-A1)
INTERNATIONAL
PATENT APPLICATION - SERIAL NO.: 11/029,569 (FILED JANUARY 17,
2005)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT OF CUSTOM HOME DESIGN AND BUILD PROJECTS
-
BASED ON US PATENT APPLICATION & SERIAL NO.: 11/029,569. REFERENCE FILE
#P/4267-4
UNITED
STATES ART SEARCH REPORT
INTERNATIONAL
SEARCH REPORT
U.S.
PATENT APPLICATION – SERIAL NO.: 60/734,234 (FILED NOVEMBER 7,
2005)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT AND ON-LINE ACADEMIC INSTITUTION FOR CUSTOM
HOME DESIGN AND BUILD PROJECTS
STATUS:
WRITTEN OPINION AND SEARCH REPORT FROM PCT INTERNATIONAL SEARCHING AUTHORITY
AT
10/10/2007 AND DISCLOSURE STATEMENT AT 9/20/2007
U.S.
PATENT APPLICATION – SERIAL NO.: 60/786,855 (FILED MARCH 29,
2006)
SYSTEM
AND METHOD FOR AUTOMATED MANAGEMENT OF REPLACEMENT BUILDING PROJECTS IN A
DISASTER RELIEF AREA
PUBLISHED
- DECEMBER 13, 2007 (ELECTRONIC PUBLICATION #
US-2007-0288269-A1)
4
|
Trademarks/Service
Marks
|
Type
of ▇▇▇▇
|
Original Owner of ▇▇▇▇
|
Current Owner
|
1st Used Date
|
Filing Date or
Last Renewal Date
|
Registration
Date
|
Expiration Date
|
Serial No.
|
Registration No.
|
Date Continued Use
Form Due Yr. 5 & 6
|
|||||
|
HouseRaising
|
US
|
HouseRaising,
Inc. - NC
|
5/5/1999
|
10/11/2005
|
3/27/2007
|
3/27/2017
|
78/731105
|
3,221,713
|
|
||||||
|
House
Raising USA
|
US
|
The
MBSIHOME Corp
|
5/10/2000
|
8/23/2001
|
1/14/2003
|
1/14/2013
|
78/080750
|
2,675,093
|
1/14/2008-2009
|
||||||
|
HouseRaising,
A National Company of Local Homebuilders
|
US
|
5/5/1999
|
10/11/2005
|
3/27/2007
|
3/27/2017
|
78/731121
|
3,221,714
|
|
|||||||
|
Old
World Craftsmanship in New World Relationships
|
US
|
HouseRaising,
Inc. -Delaware
|
Assignment
Pending 4/26/2006 to HRI - NC Corp
|
11/30/2003
|
1/29/2004
|
9/6/2005
|
9/6/2015
|
78/359321
|
2,991,884
|
9/6/2010-2011
|
|||||
|
Straight,
Level & Square
|
US
|
HouseRaising,
Inc. - Delaware
|
Assignment
Pending 4/26/2006 to HRI - NC Corp
|
6/24/2003
|
6/25/2003
|
8/31/2004
|
8/31/2014
|
78/266729
|
2,879,409
|
8/31/2009-2010
|
|||||
|
REVOLUTIONIZING
the Way CUSTOM HOMES are Designed & Built
|
US
|
HouseRaising,
Inc. - Delaware
|
Assignment
Pending 4/26/2006 to HRI - NC Corp
|
3/1/2004
|
6/11/2004
|
12/27/2005
|
12/27/2015
|
78/434121
|
3,034,683
|
12/27/2010-2011
|
|||||
|
The
MBSIHome Corp
|
US
|
The
MBSIHOME Corp
|
The
MBSIHOME Corp
|
3/1/1999
|
5/14/1999
|
8/22/2000
|
8/22/2010
|
75/706771
|
2,379,123
|
|
|||||
|
MBSIHOMES
|
US
|
The
MBSIHOME Corp
|
The
MBSIHOME Corp
|
3/1/1999
|
5/14/1999
|
8/29/2000
|
8/29/2010
|
75/706769
|
2,381,024
|
|
|||||
|
PowerHouse
Specifications
|
US
|
HouseRaising,
Inc. - NC
|
HouseRaising,
Inc.- NC
|
5/5/1999
|
1/18/2006
|
11/27/2007
|
11/27/2017
|
78/793764
|
3,343,913
|
|
|||||
|
A
Builder's Home
|
US
|
HouseRaising,
Inc. - NC
|
HouseRaising,
Inc.- NC
|
1/1/2006
|
6/19/2007
|
Pending
|
Pending
|
77/209658
|
Pending
|
|
|||||
|
HouseRaising,
For All the Right Reasons
|
US
|
HouseRaising,
Inc. - NC
|
HouseRaising,
Inc.- NC
|
1/1/2004
|
6/19/2007
|
Pending
|
Pending
|
77/209612
|
|
|
|||||
|
Together,
We Can Build Your Dream
|
US
|
HouseRaising,
Inc. -NC
|
HouseRaising,
Inc.- NC
|
6/1/2007
|
6/19/2007
|
Pending
- Under Opposition
|
Pending
|
77/209570
|
|
|
|
Domains
|
|
|
|
Domain
Name
|
Management
Company
|
Created
Date
|
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
Network
Solutions
|
2/10/2001
|
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
Network
Solutions
|
2/10/2001
|
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
▇▇▇▇▇▇▇.▇▇▇
|
5/18/2005
|
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
▇▇▇▇▇▇▇.▇▇▇
|
5/18/2005
|
|
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
Network
Solutions
|
5/4/2002
|
|
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
Network
Solutions
|
9/14/2001
|
|
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
|
Network
Solutions
|
2/16/2000
|