PARTIAL RELEASE OF
COLLATERAL
This Partial Release of Collateral (this
“Release”) is made as of June 21, 2009 among Alpha
Capital Anstalt (“Alpha”), Whalehaven Capital Fund,
Ltd. (“Whalehaven”) (Alpha and Whalehaven collectively
referred to as the “Subscribers”) and One Voice
Technologies, Inc. (the
“Company”). Capitalized terms used herein
shall have the meanings assigned to such terms in the Security
Agreement (defined below).
1. Reference is
hereby made to the Security Agreement dated as of February 16,
2006, (the “Security Agreement”) among the Subscribers
and the Company, creating a security interest in certain assets of
the Company to secure payment of Company’s obligations under
certain notes issued by the Company to the
Subscribers. The Subscribers’ security interest
under the Security Agreement applies to all of the Company’s
assets, including any and all proceeds generated by the
assets.
2. The Company
desires to enforce its intellectual property rights regarding the
assets listed on Schedule 1 hereto (the “IP
Assets”). The Company intends to retain counsel
(the “Attorney”) to review the IP Assets and, if
appropriate, commence litigation against any party infringing on
the Company’s intellectual property rights in the IP Assets
(the “Enforcement Actions”).
3. The Company and
Subscribers hereby agree that if the Enforcement Actions are
successful and the Company receives payment in connection therewith
such proceeds shall be distributed in the following
order:
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First, any
proceeds shall be used to satisfy all obligations under any notes
issued by the Company to the Subscribers (the
“Notes”);
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After, all
amounts due under the Notes have been indefeasibly paid, any
remaining proceeds shall be used to pay any accrued past due salary
the Company owes to its employees, as described on Schedule 2
hereto;
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Thereafter, any
remaining proceeds shall be distributed 50% to the Company 25% to
Alpha and 25% to Whalehaven.
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4. The Subscribers
agree that so long as no Event of Default under the Notes related
to non-delivery of shares upon the, conversion of notes or exercise
of warrants, non-delivery of replacement notes or replacement
warrants bankruptcy, judgments, or non-payment of debts occurs and
provided no claims are made against the Company that would affect
the Subscribers’ rights to the Company’s assets the
Subscribers will not accelerate the maturity date of the
Notes.
5. Upon the
Attorney’s execution of the Acknowledgment and Undertaking,
below the Subscribers release and discharge any and all lien,
right, title, or interest that they have in or upon the IP Assets
for the limited purpose of prosecuting the Enforcement
Actions.
6. Entire
Agreement; Amendments . The Agreement contains the
entire understanding of the parties with respect to the subject
matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents,
exhibits and schedules.
7. Amendments;
Waivers . No provision of this Agreement may be
wai
