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.           SECURITY INTEREST.

 

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”).

 

 

1.3           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 such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, Secured Party's security interest in such Collateral, (c) obtaining governmental and other third party waivers, consents, and approvals in form and substance satisfactory to Secured Party, and (d) taking all actions under any other law, as reasonably determined by Secured Party to be applicable.

3.           EVENTS OF DEFAULT.

3.1           Event of Default.  An Event of Default, as defined in the Notes, shall constitute an automatic default hereunder.

 

3.2 Rights upon Event of Default. Upon an Event of Default, Secured Party shall have all the rights and remedies of a secured party under the UCC or with respect to the Collateral.

 

4.           REPRESENTATIONS AND WARRANTIES

 

 

 

 

4.3           Corporate Representations.  The Debtor (i) is a duly organized and validly existing corporation in good standing under the laws of Switzerland, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged or presently proposes to engage and (iii) has duly qualified and is authorized to do business and is in good standing in every jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified.  The Debtor has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Security Agreement and the Notes and has taken all necessary corporate action to authorize the execution, delivery and performance and filing of this Security Agreement, the Notes and any UCC financing or continuation statements, or amendments thereto, and related agreements, instruments, endorsements, powers of attorney or notices.  The Debtor has duly executed and delivered this Security Agreement and the Notes, and this Security Agreement and the Notes constitute legal, valid and binding obligations of Debtor, enforceable in accordance with their respective terms.

5.           MISCELLANEOUS.

 

 

 

5.6           CHOICE OF LAW.  THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SWITZERLAND.

 

5.7 DEBTOR WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY. ALL PARTIES TO THIS AGREEMENT UNCONDITIONALLY, IRREVOCABLY, AND EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, COUNTERCLAIM, OR CROSS-CLAIMS ARISING DIRECTLY OR INDIRECTLY IN ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) IN ANY WAY ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT OR TRANSACTIONS OR THE RELATIONSHIPS ESTABLISHED THEREUNDER. ALL PARTIES CONFIRM THAT THE FOREGOING WAIVER OF A TRIAL BY JURY IS INFORMED AND FREELY MADE.

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Security Agreement on the date first set forth above.

 

SWISSISNO SA

By:           /s/ Michel Gruering   

Name:         Michel Gruering

Title:           President

PASHMINADEPOT.COM, INC.

By:           /s/ Edward Sanders   

Name:         Edward Sanders

Title:           President