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AGREEMENT TO ACCEPT COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS

Security Agreement

AGREEMENT TO ACCEPT COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS | Document Parties: PRACTICEXPERT INC | INPX, Inc., You are currently viewing:
This Security Agreement involves

PRACTICEXPERT INC | INPX, Inc.,

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Title: AGREEMENT TO ACCEPT COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS
Date: 12/29/2006
Industry: Business Services     Sector: Services

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EXECUTION VERSION

 

 

AGREEMENT TO ACCEPT COLLATERAL

IN FULL SATISFACTION OF OBLIGATIONS

 

THIS AGREEMENT   TO ACCEPT COLLATERAL IN FULL SATISFACTION OF OBLIGATIONS (the “ Agreement ”) is made as of December 28, 2006, by and among INPX, Inc., a Delaware corporation, with an address of 940 East 19th Street, Brooklyn, New York 11230 (“ INPX ”) and, PracticeXpert Systems, Inc., a Virginia corporation, with an address of 23975 Park Sorrento Drive, No. 110, Calabasas, California 91302 (the “ Debtor ”).

 

WITNESSETH:

 

WHEREAS, the Debtor is indebted and obligated to INPX pursuant to, among other documents, a demand note in the aggregate principal amount of $3,776,000 (the “ Demand Note ”) and 12% Senior Secured Convertible Debentures with an original issue date of May 19, 2006, and a related Amended and Restated Subsidiary Guarantee, dated as of May 19, 2006, in the aggregate principal amount of $480,000 (collectively, the “ Debentures ” and, collectively with the Demand Note, the “ INPX Notes ”), each having been assigned to INPX; and

 

WHEREAS, INPX is the holder of a perfected security interest in all of the Collateral of the Debtor, including, without limitation, the assets set forth on Schedule A hereto (collectively, the “ INPX Collateral ”) pursuant to, among other documents, (i) with respect to the Demand Note, an Amended and Restated Security Agreement dated as of October 11, 2006 (the “ Demand Note Security Agreement ”), and a UCC Financing Statement, File Number 0610137134-0, having been filed on October 13, 2006 with the State Corporation Commission of the State of Virginia; and (ii) with respect to the Debentures, an Amended and Restated Security Agreement dated as of May 19, 2006 (the “ Debenture Holders’ Security Agreement ”), and a UCC Financing Statement, File Number 0608187199-1, having been filed on August 18, 2006 with the State Corporation Commission of the State of Virginia; and

 

WHEREAS, the Debtor is in default of its obligations to INPX under, among other documents, the Demand Note and the Demand Note Security Agreement; and

 

WHEREAS, the Debtor is in default of its obligations to INPX under, among other documents, the Debentures and the Debenture Holders’ Security Agreement; and

 

WHEREAS, INPX and the Debtor have agreed that INPX shall accept the INPX Collateral in full satisfaction of the Debtor’s indebtedness and obligations under the Demand Notes and the Debentures;

 

NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.      The introduction and recitals, and the defined terms contained therein, are hereby incorporated into this Agreement by this reference.

 


 

2.      Pursuant to Section 9-620(a) of the Uniform Commercial Code, and particularly as codified under the statutes of the Commonwealth of Virginia as Va. Code. Ann. § 8.9A-620 (2006), INPX and the Debtor agree that INPX has accepted the INPX Collateral as full satisfaction of the Debtor’s indebtedness and obligations to INPX under the INPX Notes, including amounts due under the Demand Note


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