EX-10.16
from 8-K
9 pages
Whereas, Arius Two, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of Guarantor (Hereinafter Referred to as the “Company” or “Borrower”), Has Promised to Pay Lender $4,000,000 in Accordance With the Terms of the Intellectual Property Assignment Agreement Dated September 5, 2007 Between the Company and Lender (The “Transfer Agreement”) and the Secured Promissory Note Dated September 5, 2007, Executed by the Company in Favor of Lender (The “Note” and Together With the Transfer Agreement and the Other Collateral Documents, the “Loan Documents”) in Connection With the Transfer Agreement; Whereas, in Order to Induce Lender to Enter Into the Transfer Agreement and Extend Credit to the Company, Guarantor Has Agreed to Guarantee the Indebtedness and Other Obligations of the Company to Lender; and Whereas, Guarantor Owns 100% of the Outstanding Stock of the Company and as Such Will Derive Direct and Indirect Economic Benefits From the Transfer Agreement and the Extension of Credit to the Company; Now, Therefore, in Consideration of the Premises and the Covenants Hereinafter Contained, and to Induce Lender to Enter Into, and Extend Credit Under, the Transfer Agreement, It Is Agreed as Follows: 1. Definitions. Capitalized Terms Used Herein Shall Have the Meanings Assigned to Them in the Transfer Agreement, Unless Otherwise Defined Herein. “Collateral” Shall Have the Meaning Set Forth in the Security Agreement. “Collateral Documents” Shall Have the Meaning Set Forth in the Security Agreement. “Taxes” Means Any Present and Future Taxes, Levies, Imposts, Duties, Fees, Assessments, Charges, Deductions or Withholdings and All Liabilities With Respect Thereto, Excluding Income and Franchise Taxes (And Any Equivalents Thereof) Imposed on Guarantor
12/34/56
EX-10.5
from 8-K
9 pages
Whereas, Arius Two, Inc., a Delaware Corporation and Wholly-Owned Subsidiary of Guarantor (Hereinafter Referred to as the “Company” or “Borrower”), Has Promised to Pay Lender $2,000,000 in Accordance With the Terms of the Intellectual Property Assignment Agreement Dated August 2, 2006 Between the Company and Lender (The “Transfer Agreement”) and the Secured Promissory Note Dated August 2, 2006, Executed by the Company in Favor of Lender (The “Note” and Together With the Transfer Agreement and the Other Collateral Documents, the “Loan Documents”) in Connection With the Transfer Agreement; Whereas, in Order to Induce Lender to Enter Into the Transfer Agreement and Extend Credit to the Company, Guarantor Has Agreed to Guarantee the Indebtedness and Other Obligations of the Company to Lender; and Whereas, Guarantor Owns 100% of the Outstanding Stock of the Company and as Such Will Derive Direct and Indirect Economic Benefits From the Transfer Agreement and the Extension of Credit to the Company; Now, Therefore, in Consideration of the Premises and the Covenants Hereinafter Contained, and to Induce Lender to Enter Into, and Extend Credit Under, the Transfer Agreement, It Is Agreed as Follows: 1. Definitions. Capitalized Terms Used Herein Shall Have the Meanings Assigned to Them in the Transfer Agreement, Unless Otherwise Defined Herein. “Collateral” Shall Have the Meaning Set Forth in the Security Agreement. “Collateral Documents” Shall Have the Meaning Set Forth in the Security Agreement. “Taxes” Means Any Present and Future Taxes, Levies, Imposts, Duties, Fees, Assessments, Charges, Deductions or Withholdings and All Liabilities With Respect Thereto, Excluding Income and Franchise Taxes (And Any Equivalents Thereof) Imposed on Guarantor
12/34/56