SECURITY AGREEMENT
SECURITY AGREEMENT, dated September 10, 2009, by
and between SwissINSO SA, a Swiss corporation
(“Debtor”), with an address at Route de Friboourg 15,
CH 1723, Marly, Switzerland and Pashminadepot.com, Inc., a Florida
corporation (the “Secured Party”).
W I T N E S S E T H:
WHEREAS, Debtor has issued or will be issuing to
Secured Party secured promissory notes (the “Notes”),
in the aggregate principal amount of $750,000; and
WHEREAS, as security for the prompt and complete
payment and performance in full of the Notes and the other Secured
Obligations (as herein defined), Debtor has agreed to enter into
this Security Agreement assigning, pledging, conveying,
hypothecating, transferring, granting and delivering to Secured
Party a security interest in and to the Collateral (as defined
herein).
NOW THEREFORE, in consideration of the mutual
promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:
1.1 Grant of Security . As security for
the prompt and complete payment and performance in full of the
indebtedness, together with all interest, fees and other charges,
arising under the Notes or this Security Agreement, and including,
any of its remedies under the Notes or this Security Agreement
(“Secured Oligations”), Debtor hereby grants, assigns,
conveys, mortgages, pledges, hypothecates and transfers to Secured
Party a first priority lien on and security interest in, all of the
Debtor’s right, title and interest in, to and under, all of
the property and assets currently owned or owing to, or hereafter
acquired or arising in favor or, Debtor, wherever located,
including, but not limited to, all accounts, deposit accounts,
chattel paper, instruments, documents, securities, contract rights,
receivables, equipment, goods, inventory, investment property,
goodwill, general intangibles, intellectual property, patents,
patent applications, trademarks, trademark applications, trade
names, copyrights, copyright applications, Internet domain names,
service marks, trade secrets, know-how, technology, software,
hardware, commercial tort claims, warranties and guarantees, as any
of the foregoing terms may be defined in the UCC, and including any
products, proceeds (including insurance proceeds) or income derived
therefrom, whether by disposition or otherwise (all of the above,
collectively, the “Collateral”).
1.2 Continuing Agreement .
This Security Agreement shall create a continuing security interest
in the Collateral and shall remain in full force and effect until
performance in full of the Secured Obligations.
1.3
Termination. Upon satisfaction of the Secured Obligations
this Agreement shall automatically be null and void and have no
further force and effect without any action on the part of either
party.
2.
PERFECTION OF SECURITY INTEREST .
2.1 Authorization to File Financing
Statements . Debtor agrees to execute all such financing
statements pursuant to the Uniform Commercial Code or similar
filings as in effect from time to time in Switzerland or other
foreign jurisdictions (the "UCC") or other notices appropriate
under applicable law.
2.2
Collateral Covenants. To further insure the
attachment, perfection and priority of, and the ability of Secured
Party to enforce Secured Party’s security interest in the
Collateral, Debtor agrees to take any and all other actions as
Secured Party may determine to be necessary or useful for the
attachment, perfection, and priority of, and the ability of Secured
Party to enforce, Secured Party's security interest in the
Collateral, including, without limitation, (a) executing,
delivering and, where appropriate, filing financing statements and
amendments relating thereto under the UCC, to the extent, if any,
that the Debtor's signature is required therefor, (b) complying
with any provision of any statute, regulation, or treaty of the
United States or any foreign country as to the Collateral if
compliance with suc
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