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SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of May 15, 2020,
by Facebank Group, Inc., a Florida corporation (the “Debtor”), which has an address of 318 South US
Highway One, Suite 200, FL 33488 in favor or Century Venture SA, with an address at Room 2602-
03, 26th Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong (the “Secured Party”).
RECITALS
A. WHEREAS, Secured Party has agreed to make a loan to Debtor on the terms and
subject to the conditions set forth in that certain Secured Promissory Note, dated May 15, 2020, in the
principal amount of One Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) from
Debtor to Secured Party as of the date hereof (the “Note”).
B. WHEREAS, in order to induce Secured Party to extend such loan, Debtor has agreed
to grant to Secured Party a priority security interest in certain property of Debtor described more
particularly herein.
NOW, THEREFORE, in consideration of the above and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees as
follows:
1. Grant of Security Interest. Debtor hereby pledges, grants, assigns, conveys, mortgages,
hypothecates and transfers to the Secured Party, a junior secured lien in and on all of Debtor’s right,
title and interest in, to and under all personal property and all other tangible and intangible assets,
whether now owned by or owing to, or hereafter acquired by or arising in favor, of the Debtor
described below in paragraph 2 which it now or hereafter owns (collectively and severally, the
“Collateral”) to secure payment and performance of the obligations described below in paragraph 3
(collectively and severally, the “Obligations”).
2. Collateral. The Collateral shall include, without limitation, the following assets of Debtor: all
(a) accounts, (b) chattel paper, (c) commercial tort claims, (d) deposit accounts, (e) equipment, (f)
general intangibles including, without limitation, all patents, patent applications, trademarks,
trademark applications, trade names, copyrights, copyright applications, computer software, service
marks, trade secrets, all registrations and applications for registration of any of the foregoing, all
tangible embodiments of the foregoing, all agreements, permits, consents, orders and franchises
relating to the license, development, use or disclosure of any of the foregoing and any and all claims
for damages and injunctive relief for with respect to the foregoing, (g) instruments, (h) goods
(including inventory and fixtures), (i) investment property, (j) letter of credit rights, (k) payment
intangibles, (l) certificates of title, (m) documents, (n) books, records and data and embedded software
related to the foregoing, (o) licenses, permits, agreements of any kind or nature pursuant to which
Debtor possesses, uses or has authority to possess or use, property (whether tangible or intangible) of
others, and recorded data of any kind or nature, regardless of the medium of recording including,
without limitation, software, writings, plans, specifications and schematics, (p) money, cash or cash
equivalents (q) royalties and (r) the proceeds of any and all of the foregoing (terms used in this section
shall have the definitions given them, if any, in Article 9 of the New York Uniform Commercial
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Code—Secured Transactions.
3. Obligations. The Obligations shall consist of any and all debts, obligations, and liabilities of
the Borrower to Secured Party now or hereafter arising out of or related to the Note (whether principal,
interest, fees, or otherwise, whether now existing or hereafter arising, including all advances and re-
advances of principal, whether voluntary or involuntary, whether or not jointly owed with others,
whether direct or indirect, absolute or contingent, contractual or tortious, liquidated or unliquidated,
arising by operation of law, or otherwise, whether or not from time to time decreased or extinguished
and later increased, created or incurred, and whether or not extended, modified, rearranged,
restructured, refinanced, or replaced, including without limitation, modifications to interest rates or
other payment terms of such debts, obligations, or liabilities).
4. Representations and Warranties. Debtor hereby represents and warrants that:
a. Authority. It has authority, and has completed all proceedings and obtained all
approvals and consents necessary, to execute, deliver, and perform the Note and this Security
Agreement and the transactions contemplated thereby.
b. No Default or Lien. Such execution, delivery, and performance will not contravene, or
constitute a default under or result in a lien (other than the security interest effected hereby) upon any
property of Debtor pursuant, to any applicable law or regulation or any contract, agreement, judgment,
order, decree, or other instrument binding upon or affecting Debtor.
c. Enforceability. This Security Agreement constitutes a legal, valid, and binding
obligation of Debtor, enforceable in accordance with its terms (except as enforceability may be
affected by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditor’s
rights), and this Security Agreement grants to Secured Party a valid and enforceable lien on, and
security interest in, the Collateral.
d. No Litigation. There is no action, suit or proceeding pending or, to the best knowledge
of Debtor, threatened, against Debtor that might adversely affect its property or financial condition in
any material respect.
e. Ownership of Collateral. Debtor is the sole owner of and has good and marketable title
to the Collateral (or, in the case of after-acquired Collateral, at the time the Debtor acquires rights in
the Collateral, will be the sole owner thereof).
f. Priority. No person has (or, in the case of after-acquired Collateral, at the time Debtor
acquires rights therein, will have) any right, title, claim, or interest (by way of security interest or other
lien or charge) in, against or to the Collateral, except in the case of liens or similar charges arising by
operation of law, liens for taxes not yet due and payable, and all other liens and charges arising in the
ordinary course of Debtor’s business and not securing indebtedness for borrowed money, including
the prior lien described in subparagraph (c) above (collectively “Permitted Liens”). Notwithstanding
the foregoing, Secured Party and Debtor agree that Secured Party’s lien shall rank junior in priority to
no more than $50 million of senior secured debt in the aggregate, the security interests related to which
shall be considered Permitted Liens, and that Debtor shall have no obligation to obtain consent of
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Secured Party to enter into security agreements and/or debt agreements, unless such agreements
exceed in the aggregate $50 million in debt obligations of Debtor.
g. Accuracy of Information. All information heretofore, herein or hereafter supplied to
the Secured Party by or on behalf of Debtor with respect to the Collateral is, or will be, as applicable,
true and correct in all material respects, including, but not limited to Debtor’s name as it appears, in
official filings in the state of its incorporation , the type of entity of Debtor, organizational
identification number issued by Debtor’s state of incorporation or a statement that no such number has
been issued, Debtor’s state of incorporation, the location of Debtor’s chief executive office, principal
place of business, offices, all warehouses and premises where Collateral is stored or located, and the
locations of its books and records concerning the Collateral. Debtor has only one state or country of
incorporation.
h. Delivery of Documents, Etc. Debtor has delivered to the Secured Party, or at the request
of Secured Party will deliver, all instruments, documents, chattel paper, and other items of Collateral
in which a security interest is perfected by possession.
i. Enforceability Against Account Debtors. Each account, contract right, item of chattel
paper, instrument or any other right to the payment of money constituting Collateral is genuine and
enforceable in accordance with its terms against the party obligated to pay the same (an “Account
Debtor”), which terms have not been modified or waived in any respect or to any extent, and represents
an existing, valid, and legally enforceable indebtedness based upon an actual and bona fide sale and
delivery or lease of property, rendition of services, loan of money or extension of credit to the Account
Debtor, for which the Account Debtor is liable to make payment in the amounts stated in each invoice,
document, or instrument evidencing, constituting or accompanying the same in accordance with the
terms thereof, without right of rejection or return or offset, defense, counterclaim, or claim of discount
or deduction, except as enforceability may be affected by bankruptcy, insolvency, or other similar
laws affecting the enforcement of creditor’s rights.
j. No Defenses. To the actual knowledge of Debtor, no Account Debtor has any defense,
set off, claim or counterclaim against Debtor that can be asserted against the Secured Party, whether
in any proceeding to enforce Secured Party’s rights in the Collateral or otherwise, no Account Debtor
is affiliated with or employed by the Debtor, absolute title to each account, free and clear of any liens
and encumbrances or claims of others, including liens or encumbrances or claims of ownership on the
property, the sale or lease of which purports to give rise to such account, but excluding Permitted
Liens, is vested absolutely in the Debtor and no other assignment of or security interest (other than
Permitted Liens) or other interest in the account in favor of others is then in effect, the transactions
underlying or giving rise to any such account do not violate any applicable state or federal law or
regulation and all documents relating to the accounts are legally sufficient under such laws and
regulations and are legally enforceable in accordance with their terms, except as enforceability may
be affected by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditor’s
rights.
5. Covenants and Agreements of Debtor. Debtor hereby agrees:
a. Preservation of Collateral. To do all acts that may be reasonably necessary to maintain,
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preserve, and protect the Collateral.
b. Use of Collateral. Not to use or permit any Collateral to be used unlawfully or in
violation of any provision of this Security Agreement, any other agreement with Secured Party related
hereto or any applicable statute, regulation, or ordinance or any policy of insurance covering the
Collateral. The Collateral will be used or consumed in the ordinary course of Debtor's business. The
Debtor has the risk of loss of the Collateral. The Secured Party may examine and inspect the Collateral
at any reasonable time or times wherever located.
c. Payment of Taxes, Etc. To pay promptly when due all taxes, assessments, charges,
encumbrances and liens now or hereafter imposed upon or affecting any Collateral, unless Debtor in
good faith is contesting such taxes, assessments, charges, encumbrances and liens.
d. Defense of Litigation. To appear in and defend any action or proceeding that will result
in a material adverse affect on Debtor’s title to or the Secured Party’s interest in the Collateral.
e. Possession of Collateral. Not to surrender or lose possession of (other than to the
Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right
or interest therein except as hereinafter provided, except as required, necessary or desirable for Debtor
to conduct its business operations in the ordinary course, and to keep the Collateral free of all levies
and security interests or other liens or charges except those approved in writing by Secured Party,
which approval will not be unreasonably withheld or delayed.
f. Compliance with Law. To materially comply with all necessary or required laws,
regulations, and ordinances relating to the possession, operation, maintenance, and control of the
Collateral.
g. Maintenance of Records. To keep separate, accurate, and complete records of the
Collateral and to provide the Secured Party with such records and such other reports and information
relating to the Collateral as the Secured Party may reasonably request from time to time.
h. Authorization to File Financing Statements. The Debtor hereby irrevocably authorizes
the Secured Party at any time and from time to time to file in any UCC jurisdiction any initial financing
statements and amendments thereto that (a) indicate and include the Collateral as set forth in Section
2 herein or words of similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such
jurisdiction, or, and (b) contain any other information required by Article 9 of the Uniform
Commercial Code of the State or any other state for the sufficiency or filing office acceptance of any
financing statement or amendment. The Debtor shall file such initial financing on behalf of the
Secured Party. The Debtor agrees to furnish any such information to the Secured Party promptly upon
request. The Debtor hereby irrevocably appoints the Secured Party, its officers, employees and agents,
or any of them, as attorneys-in-fact for Debtor to execute, deliver, file and record such items on behalf
of Debtor and in Debtor's name, place and stead. This power of attorney, being coupled with an
interest, shall be irrevocable for the life of this Agreement.
i. Payment of Secured Party’s Costs and Expenses. To reimburse the Secured Party
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within thirty (30) days after written demand for any reasonable and necessary costs and expenses
actually incurred by Secured Party in connection with the security interest effected hereby, including,
without limitation, attorney fees and disbursements, the Secured Party may incur while exercising
any right, power, or remedy provided by this Security Agreement or by law, all of which costs and
expenses are included in the Obligations.
j. Notice of Changes. To give the Secured Party thirty (30) days prior written notice of
any change in Debtor’s jurisdiction of organization or chief place of business or legal name.
k. Location of Records. To keep the records concerning the Collateral at the location set
forth in the first paragraph of this Security Agreement and not to remove such records from such
location without the prior written consent of the Secured Party, which consent shall not be
unreasonably withheld; provided, however, that notwithstanding the foregoing, such records may only
be moved to locations in states where Debtor is authorized to transact business.
l. Purchase Money Agreement. If the Secured Party gives value to enable Debtor to
acquire rights in or the use of any Collateral, to use such value for such purpose.
m. Inspection by Secured Party. To permit representatives or agents of the Secured Party,
from time to time, as often as may be reasonably requested, upon reasonable advance notice and as
reasonably necessary for monitoring of the loan to Debtor, but only during normal business hours, at
the expense of Debtor, to (a) visit and inspect the properties of Debtor; (b) inspect and make extracts
from relevant books and records of Debtor, including, without limitation, any management letter
prepared by independent accountants; and (c) discuss with principal shareholders and officers of
Debtor and independent accountants of Debtor the business, assets, liabilities, financial conditions,
results of operations and business prospects of Debtor.
n. Notification to Account Debtors. If an Event of Default (as defined herein) shall have
occurred and be continuing, the Debtor shall, at the request of the Secured Party, notify Account
Debtors and other persons obligated on any of the Collateral of the Secured Party’s security interest
in any account or other Collateral, and that the payment thereof is to be made directly to the Secured
Party or to any financial institution designated by the Secured Party. After the making of such a
request, the Debtor shall hold any proceeds of collection of accounts or other Collateral received by
the Debtor as trustee for the Secured Party without commingling the same with other funds of the
Debtor and shall turn the same over to the Secured Party in the identical form received, together with
any necessary endorsements or assignments.
o. Payment of Obligations. The Debtor shall pay the Obligations.
p. Insurance. The Debtor shall, at their expense, keep the Collateral at all times insured
against all risk of loss or damage by fire, theft, and such other casualties as the Secured Party may
reasonably require for not less than the full replacement cost thereof.
q. Preservation of Security Interest. The Debtor will faithfully preserve and protect
Secured Party's security interest in the Collateral as a prior perfected security interest, superior and
prior to the rights of all third persons, and will do all such other acts and things and will, upon request
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therefor by the Secured Party, execute or otherwise authenticate, deliver, file and record all such other
documents and instruments, including, without limitation, financing statements, security agreements,
assignments and documents and powers of attorney with respect to the Collateral, as the Secured Party,
in its reasonable discretion may deem necessary or advisable from time to time in order to attach,
continue, preserve, perfect and protect said security interest. The Debtor shall notify Secured Party if
the Debtor changes their legal name, the location of their chief executive office, their state of
incorporation, or any other change that would necessitate action on the part of the Secured Party to
maintain perfection of the security interest.
6. Authorized Action by Secured Party. Debtor hereby agrees that from time to time, following
an Event of Default which has not been cured within any applicable cure period, without presentment,
notice or demand, and without affecting or impairing in any way the rights of the Secured Party with
respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party
may, but shall not be obligated to, and shall incur no liability to Debtor or any third party for failure
to, take any action which Debtor is obligated by this Security Agreement to do and to exercise such
rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby
irrevocably appoints the Secured Party as its attorney-in-fact to exercise such rights and powers,
including without limitation, to (a) collect by legal proceedings or otherwise and indorse, receive and
receipt for all dividends, interest, payments, proceeds, and other sums and property now or hereafter
payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit,
merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, or apply
other property in exchange for, the Collateral; (c) insure, process, and preserve the Collateral; (d)
transfer the Collateral to its own or its nominee’s name, to the extent necessary to effect such action;
(e) make any compromise or settlement, and take any related action it deems advisable, with respect
to the Collateral; (f) execute, sign and endorse, transfer or deliver in the name of Debtor certificates
of origin, applications for certificates of title or any other documents necessary to evidence, perfect
and realize upon the security interest in the Collateral; (g) notify any Account Debtor to make payment
directly to Secured Party for the benefit of the Secured Party and to collect the accounts and payments
due on chattel paper; and (h) file any financing statements, or amendments thereto, to protect and
perfect the security interest of the Secured Party in the Collateral.
7. Event of Default. A default under this Security Agreement (an “Event of Default”) shall be
deemed to exist upon the occurrence of an Event of Default as that term is defined in the Note.
8. Remedies. Upon the occurrence and during the continuance of any such Event of Default, the
Secured Party may, at its option and in addition to all rights and remedies available to Secured Party
under the Note, at law, in equity, or otherwise, do any one or more of the following:
a. General Enforcement. Exercise any or all of its rights and remedies with respect to the
Collateral under the UCC, and such additional rights and remedies to which a secured party is entitled
under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted,
including, without limitation, the right to exercise all powers of ownership pertaining to the Collateral
as if the Secured Party was the sole and absolute owner thereof (and the Debtor agree to take all such
action as may be appropriate to give effect to such right).
b. Sale, Etc. Sell, lease, or otherwise dispose of any Collateral at one or more public or
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private sales at the Secured Party’s place of business or any other place or places, whether or not such
Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such
manner permitted by law as Secured Party may determine.
c. Costs of Remedies. Recover from Debtor all reasonable and necessary costs and
expenses, including, without limitation, reasonable attorney fees, incurred or paid by the Secured Party
in exercising any right, power, or remedy provided by this Security Agreement.
d. Assembly of Collateral. Require Debtor to assemble the Collateral and make it
available to the Secured Party at a location and at a time to be designated by the Secured Party.
e. Take Possession of Collateral. Enter onto property where any Collateral or evidence
thereof is located and take possession thereof with or without judicial process.
f. Preparation of Collateral for Sale. Prior to the disposition of the Collateral, prepare it
for disposition in any manner and to the extent the Secured Party deems appropriate and in connection
with such preparation and disposition, without charge, use any trademark, tradename, copyright,
patent, or technical process used by Debtor.
g. Manner of Sale of Collateral. Debtor shall be given ten (10) business days prior notice
at Debtor's chief place of business indicated in the first paragraph of this Security Agreement of the
intended disposition of Collateral, which notice Debtor hereby agrees shall be deemed reasonable
notice thereof.
h. Delivery to and Rights of Purchaser. Upon any sale or other disposition pursuant to this
Security Agreement, Secured Party shall have the right to deliver, assign, and transfer to the purchaser
thereof the Collateral or portion thereof so sold or disposed of.
i. Other Remedies. Exercise any and all remedies available to it (x) under the Note or any
other agreement with Secured Party concerning the loan and security interest therein, (y) at law or (z)
in equity.
Notwithstanding anything to the contrary contained herein, the Secured Party shall be obligated
to conduct itself in a commercially reasonable manner in connection with its exercise of remedies
upon an Event of Default, and shall abide by the notice and time requirements as required by Article
9 of the Uniform Commercial Code—Secured Transactions.
9. Cumulative Rights. The rights, powers, and remedies of the Secured Party under this Security
Agreement shall be in addition to all rights, powers, and remedies given to the Secured Party by virtue
of any applicable statute or rule of law, or any other agreement between Secured Party and Debtor, all
of which rights, powers, and remedies shall be cumulative and may be exercised successively or
concurrently without impairing Secured Party’s security interest in the Collateral.
10. Waiver. Any waiver, forbearance or failure or delay by the Secured Party in exercising any
8
right, power, or remedy shall not preclude the further exercise thereof, and every right, power, or
remedy of Secured Party shall continue in full force and effect until such right, power or remedy is
specifically waived in a writing executed by the Secured Party. Debtor waives any right to require the
Secured Party to proceed against any person or to exhaust any Collateral or to pursue any remedy in
Secured Party’s power.
11. Setoff. Debtor agrees that Secured Party may exercise its rights of setoff, as permitted under
applicable law, with respect to the Obligations in the same manner as if the Obligations were
unsecured.
12. Binding Upon Successors. This Security Agreement and all obligations of Debtor hereunder
shall be binding upon the successors and assigns of Debtor (including any debtor-in- possession on
behalf of Debtor) and shall, together with the rights and remedies of Secured Party, hereunder,
inure to the benefit of the Secured Party, all future holders of any instrument evidencing any of the
Obligations and their respective successors and assigns. No sales of participations, other sales,
assignments, transfers or other dispositions of any agreement governing or instrument evidencing the
Obligations or any portion thereof or interest therein shall in any manner impair the lien granted to
Secured Party hereunder. Debtor may not assign, sell, hypothecate or otherwise transfer any interest
in or obligation under this Security Agreement.
13. Entire Agreement; Severability. This Security Agreement and the Note contain the entire
security agreement between Secured Party and Debtor. Any provision of this Security Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating the remainder of such
provision or the remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
14. Governing Law. This Agreement shall be construed and enforced under the laws of the State
of New York without regard to the conflict of law principles thereof, except to the extent that the
Uniform Commercial Code provides for the application of the law of the state of the location of the
Debtor's assets. In connection with any suit, action or other proceeding arising out of or relating to
this Agreement, the events giving rise to this Agreement or any transaction contemplated hereby, the
parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the United States
District Court for the Southern District of New York, and in the absence of such Federal jurisdiction,
the parties consent to be subject to the exclusive jurisdiction of the state courts located in the borough
of Manhattan, New York City, New York, and hereby waive the right to assert the lack of personal or
subject matter jurisdiction or improper venue in connection with any such suit, action or other
proceeding. In furtherance of the foregoing, each of the parties (i) waives the defense of inconvenient
forum, (ii) agrees not to commence, and agrees not to permit any affiliate to commence, any suit,
action or other proceeding arising out of or relating to this Agreement, the events giving rise to this
Agreement or any other transaction contemplated hereby or thereby other than in any such court and
(iii) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and
may be enforced in other jurisdictions by suit or judgment or in any other manner provided by law.
15. Amendment. This Security Agreement may not be amended or modified except by a writing
signed by Debtor and the Secured Party.
9
16. Collateral Location. Debtor represents that its chief place of business is at the address first
set forth above; and that, except as otherwise disclosed to the Secured Party in writing prior to the date
hereof, the Collateral and Debtor’s records concerning the Collateral are located at such address.
17. Notices; Delivery by Facsimile. All notices and other communications provided for hereunder
shall be in writing (including facsimile) and mailed, faxed or delivered by hand or national overnight
delivery carrier, (i) if to the Debtor at 1330 Avenue of the Americas, New York, NY 10019, Attention:
Chief Executive Officer; and (ii) if to the Secured Party c/o New Venture Associates Inc., 1281 N
Ocean Drive, #152, Singer Island, FL 33404; or, as to the Debtor or Secured Party, at such other
address as shall be designated by such party in a written notice to the other party and, as to each other
party, at such other address as shall be designated by such party in a written notice to the Debtor and
the Secured Party. All such notices and other communications shall, when either faxed or delivered
by hand or national overnight delivery carrier, be effective when delivered (which in the case of a
facsimile, shall be at the time of the confirmation stamp of the sender’s machine), and shall be effective
five (5) days after being deposited in the mails. Delivery of a facsimile of an executed counterpart of
this Security Agreement or any amendment or waiver of any provision of this Security Agreement
shall be as effective as delivery of an original executed counterpart thereof.
18. Defined Terms. All terms contained in this Security Agreement that are not defined herein
shall have the meanings provided for by the UCC (as hereinafter defined) to the extent the same are
used or defined therein. As used herein, “UCC” means the New York Uniform Commercial Code—
Secured Transactions as enacted in the State of New York, as amended from time to time; provided,
however, that if, by reason of mandatory provisions of law, any or all of the attachment, perfection, or
priority of, or remedies with respect to, the Secured Party’s security interest in the Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the
State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in
effect in such other jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, or priority of, or remedies with respect to, the Secured Party’s security interest
and for purposes of the definitions related to such provisions.
WAIVER OF JURY TRIAL. DEBTOR AND SECURED PARTY HEREBY WAIVE ANY AND
ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM
OR SUBSEQUENT PROCEEDING BROUGHT BY EITHER SECURED PARTY OR
DEBTOR WITH RESPECT TO ANY OBLIGATION CREATED UNDER THIS SECURITY
AGREEMENT OR THE NOTE OR ANY AGREEMENT PERTAINING TO THE NOTE OR
SECURITY AGREEMENT ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN
ANY WAY RELATED TO, THIS SECURITY AGREEMENT, THE NOTE AND THE LOAN
EVIDENCED THEREBY.
Debtor and Secured Party have duly executed this Security Agreement on the day and year
first above written.
DEBTOR: SECURED PARTY:
10
Facebank Group, Inc., Century Venture SA
a Florida corporation
By:___________________________ By:___________________________
Print Name: David Gandler Print Name: Rene Eichenberger
Its: Chief Executive Officer Its: Authorized Representative

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FUBO - Secured Promissory Note - CENTURY - Security Agreement (fully executed).pdf

  • 1. 1 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of May 15, 2020, by Facebank Group, Inc., a Florida corporation (the “Debtor”), which has an address of 318 South US Highway One, Suite 200, FL 33488 in favor or Century Venture SA, with an address at Room 2602- 03, 26th Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong (the “Secured Party”). RECITALS A. WHEREAS, Secured Party has agreed to make a loan to Debtor on the terms and subject to the conditions set forth in that certain Secured Promissory Note, dated May 15, 2020, in the principal amount of One Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) from Debtor to Secured Party as of the date hereof (the “Note”). B. WHEREAS, in order to induce Secured Party to extend such loan, Debtor has agreed to grant to Secured Party a priority security interest in certain property of Debtor described more particularly herein. NOW, THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor hereby agrees as follows: 1. Grant of Security Interest. Debtor hereby pledges, grants, assigns, conveys, mortgages, hypothecates and transfers to the Secured Party, a junior secured lien in and on all of Debtor’s right, title and interest in, to and under all personal property and all other tangible and intangible assets, whether now owned by or owing to, or hereafter acquired by or arising in favor, of the Debtor described below in paragraph 2 which it now or hereafter owns (collectively and severally, the “Collateral”) to secure payment and performance of the obligations described below in paragraph 3 (collectively and severally, the “Obligations”). 2. Collateral. The Collateral shall include, without limitation, the following assets of Debtor: all (a) accounts, (b) chattel paper, (c) commercial tort claims, (d) deposit accounts, (e) equipment, (f) general intangibles including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, computer software, service marks, trade secrets, all registrations and applications for registration of any of the foregoing, all tangible embodiments of the foregoing, all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing and any and all claims for damages and injunctive relief for with respect to the foregoing, (g) instruments, (h) goods (including inventory and fixtures), (i) investment property, (j) letter of credit rights, (k) payment intangibles, (l) certificates of title, (m) documents, (n) books, records and data and embedded software related to the foregoing, (o) licenses, permits, agreements of any kind or nature pursuant to which Debtor possesses, uses or has authority to possess or use, property (whether tangible or intangible) of others, and recorded data of any kind or nature, regardless of the medium of recording including, without limitation, software, writings, plans, specifications and schematics, (p) money, cash or cash equivalents (q) royalties and (r) the proceeds of any and all of the foregoing (terms used in this section shall have the definitions given them, if any, in Article 9 of the New York Uniform Commercial
  • 2. 2 Code—Secured Transactions. 3. Obligations. The Obligations shall consist of any and all debts, obligations, and liabilities of the Borrower to Secured Party now or hereafter arising out of or related to the Note (whether principal, interest, fees, or otherwise, whether now existing or hereafter arising, including all advances and re- advances of principal, whether voluntary or involuntary, whether or not jointly owed with others, whether direct or indirect, absolute or contingent, contractual or tortious, liquidated or unliquidated, arising by operation of law, or otherwise, whether or not from time to time decreased or extinguished and later increased, created or incurred, and whether or not extended, modified, rearranged, restructured, refinanced, or replaced, including without limitation, modifications to interest rates or other payment terms of such debts, obligations, or liabilities). 4. Representations and Warranties. Debtor hereby represents and warrants that: a. Authority. It has authority, and has completed all proceedings and obtained all approvals and consents necessary, to execute, deliver, and perform the Note and this Security Agreement and the transactions contemplated thereby. b. No Default or Lien. Such execution, delivery, and performance will not contravene, or constitute a default under or result in a lien (other than the security interest effected hereby) upon any property of Debtor pursuant, to any applicable law or regulation or any contract, agreement, judgment, order, decree, or other instrument binding upon or affecting Debtor. c. Enforceability. This Security Agreement constitutes a legal, valid, and binding obligation of Debtor, enforceable in accordance with its terms (except as enforceability may be affected by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditor’s rights), and this Security Agreement grants to Secured Party a valid and enforceable lien on, and security interest in, the Collateral. d. No Litigation. There is no action, suit or proceeding pending or, to the best knowledge of Debtor, threatened, against Debtor that might adversely affect its property or financial condition in any material respect. e. Ownership of Collateral. Debtor is the sole owner of and has good and marketable title to the Collateral (or, in the case of after-acquired Collateral, at the time the Debtor acquires rights in the Collateral, will be the sole owner thereof). f. Priority. No person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim, or interest (by way of security interest or other lien or charge) in, against or to the Collateral, except in the case of liens or similar charges arising by operation of law, liens for taxes not yet due and payable, and all other liens and charges arising in the ordinary course of Debtor’s business and not securing indebtedness for borrowed money, including the prior lien described in subparagraph (c) above (collectively “Permitted Liens”). Notwithstanding the foregoing, Secured Party and Debtor agree that Secured Party’s lien shall rank junior in priority to no more than $50 million of senior secured debt in the aggregate, the security interests related to which shall be considered Permitted Liens, and that Debtor shall have no obligation to obtain consent of
  • 3. 3 Secured Party to enter into security agreements and/or debt agreements, unless such agreements exceed in the aggregate $50 million in debt obligations of Debtor. g. Accuracy of Information. All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of Debtor with respect to the Collateral is, or will be, as applicable, true and correct in all material respects, including, but not limited to Debtor’s name as it appears, in official filings in the state of its incorporation , the type of entity of Debtor, organizational identification number issued by Debtor’s state of incorporation or a statement that no such number has been issued, Debtor’s state of incorporation, the location of Debtor’s chief executive office, principal place of business, offices, all warehouses and premises where Collateral is stored or located, and the locations of its books and records concerning the Collateral. Debtor has only one state or country of incorporation. h. Delivery of Documents, Etc. Debtor has delivered to the Secured Party, or at the request of Secured Party will deliver, all instruments, documents, chattel paper, and other items of Collateral in which a security interest is perfected by possession. i. Enforceability Against Account Debtors. Each account, contract right, item of chattel paper, instrument or any other right to the payment of money constituting Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay the same (an “Account Debtor”), which terms have not been modified or waived in any respect or to any extent, and represents an existing, valid, and legally enforceable indebtedness based upon an actual and bona fide sale and delivery or lease of property, rendition of services, loan of money or extension of credit to the Account Debtor, for which the Account Debtor is liable to make payment in the amounts stated in each invoice, document, or instrument evidencing, constituting or accompanying the same in accordance with the terms thereof, without right of rejection or return or offset, defense, counterclaim, or claim of discount or deduction, except as enforceability may be affected by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditor’s rights. j. No Defenses. To the actual knowledge of Debtor, no Account Debtor has any defense, set off, claim or counterclaim against Debtor that can be asserted against the Secured Party, whether in any proceeding to enforce Secured Party’s rights in the Collateral or otherwise, no Account Debtor is affiliated with or employed by the Debtor, absolute title to each account, free and clear of any liens and encumbrances or claims of others, including liens or encumbrances or claims of ownership on the property, the sale or lease of which purports to give rise to such account, but excluding Permitted Liens, is vested absolutely in the Debtor and no other assignment of or security interest (other than Permitted Liens) or other interest in the account in favor of others is then in effect, the transactions underlying or giving rise to any such account do not violate any applicable state or federal law or regulation and all documents relating to the accounts are legally sufficient under such laws and regulations and are legally enforceable in accordance with their terms, except as enforceability may be affected by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditor’s rights. 5. Covenants and Agreements of Debtor. Debtor hereby agrees: a. Preservation of Collateral. To do all acts that may be reasonably necessary to maintain,
  • 4. 4 preserve, and protect the Collateral. b. Use of Collateral. Not to use or permit any Collateral to be used unlawfully or in violation of any provision of this Security Agreement, any other agreement with Secured Party related hereto or any applicable statute, regulation, or ordinance or any policy of insurance covering the Collateral. The Collateral will be used or consumed in the ordinary course of Debtor's business. The Debtor has the risk of loss of the Collateral. The Secured Party may examine and inspect the Collateral at any reasonable time or times wherever located. c. Payment of Taxes, Etc. To pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral, unless Debtor in good faith is contesting such taxes, assessments, charges, encumbrances and liens. d. Defense of Litigation. To appear in and defend any action or proceeding that will result in a material adverse affect on Debtor’s title to or the Secured Party’s interest in the Collateral. e. Possession of Collateral. Not to surrender or lose possession of (other than to the Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except as hereinafter provided, except as required, necessary or desirable for Debtor to conduct its business operations in the ordinary course, and to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured Party, which approval will not be unreasonably withheld or delayed. f. Compliance with Law. To materially comply with all necessary or required laws, regulations, and ordinances relating to the possession, operation, maintenance, and control of the Collateral. g. Maintenance of Records. To keep separate, accurate, and complete records of the Collateral and to provide the Secured Party with such records and such other reports and information relating to the Collateral as the Secured Party may reasonably request from time to time. h. Authorization to File Financing Statements. The Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate and include the Collateral as set forth in Section 2 herein or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or, and (b) contain any other information required by Article 9 of the Uniform Commercial Code of the State or any other state for the sufficiency or filing office acceptance of any financing statement or amendment. The Debtor shall file such initial financing on behalf of the Secured Party. The Debtor agrees to furnish any such information to the Secured Party promptly upon request. The Debtor hereby irrevocably appoints the Secured Party, its officers, employees and agents, or any of them, as attorneys-in-fact for Debtor to execute, deliver, file and record such items on behalf of Debtor and in Debtor's name, place and stead. This power of attorney, being coupled with an interest, shall be irrevocable for the life of this Agreement. i. Payment of Secured Party’s Costs and Expenses. To reimburse the Secured Party
  • 5. 5 within thirty (30) days after written demand for any reasonable and necessary costs and expenses actually incurred by Secured Party in connection with the security interest effected hereby, including, without limitation, attorney fees and disbursements, the Secured Party may incur while exercising any right, power, or remedy provided by this Security Agreement or by law, all of which costs and expenses are included in the Obligations. j. Notice of Changes. To give the Secured Party thirty (30) days prior written notice of any change in Debtor’s jurisdiction of organization or chief place of business or legal name. k. Location of Records. To keep the records concerning the Collateral at the location set forth in the first paragraph of this Security Agreement and not to remove such records from such location without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld; provided, however, that notwithstanding the foregoing, such records may only be moved to locations in states where Debtor is authorized to transact business. l. Purchase Money Agreement. If the Secured Party gives value to enable Debtor to acquire rights in or the use of any Collateral, to use such value for such purpose. m. Inspection by Secured Party. To permit representatives or agents of the Secured Party, from time to time, as often as may be reasonably requested, upon reasonable advance notice and as reasonably necessary for monitoring of the loan to Debtor, but only during normal business hours, at the expense of Debtor, to (a) visit and inspect the properties of Debtor; (b) inspect and make extracts from relevant books and records of Debtor, including, without limitation, any management letter prepared by independent accountants; and (c) discuss with principal shareholders and officers of Debtor and independent accountants of Debtor the business, assets, liabilities, financial conditions, results of operations and business prospects of Debtor. n. Notification to Account Debtors. If an Event of Default (as defined herein) shall have occurred and be continuing, the Debtor shall, at the request of the Secured Party, notify Account Debtors and other persons obligated on any of the Collateral of the Secured Party’s security interest in any account or other Collateral, and that the payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party. After the making of such a request, the Debtor shall hold any proceeds of collection of accounts or other Collateral received by the Debtor as trustee for the Secured Party without commingling the same with other funds of the Debtor and shall turn the same over to the Secured Party in the identical form received, together with any necessary endorsements or assignments. o. Payment of Obligations. The Debtor shall pay the Obligations. p. Insurance. The Debtor shall, at their expense, keep the Collateral at all times insured against all risk of loss or damage by fire, theft, and such other casualties as the Secured Party may reasonably require for not less than the full replacement cost thereof. q. Preservation of Security Interest. The Debtor will faithfully preserve and protect Secured Party's security interest in the Collateral as a prior perfected security interest, superior and prior to the rights of all third persons, and will do all such other acts and things and will, upon request
  • 6. 6 therefor by the Secured Party, execute or otherwise authenticate, deliver, file and record all such other documents and instruments, including, without limitation, financing statements, security agreements, assignments and documents and powers of attorney with respect to the Collateral, as the Secured Party, in its reasonable discretion may deem necessary or advisable from time to time in order to attach, continue, preserve, perfect and protect said security interest. The Debtor shall notify Secured Party if the Debtor changes their legal name, the location of their chief executive office, their state of incorporation, or any other change that would necessitate action on the part of the Secured Party to maintain perfection of the security interest. 6. Authorized Action by Secured Party. Debtor hereby agrees that from time to time, following an Event of Default which has not been cured within any applicable cure period, without presentment, notice or demand, and without affecting or impairing in any way the rights of the Secured Party with respect to the Collateral, the obligations of the Debtor hereunder or the Obligations, the Secured Party may, but shall not be obligated to, and shall incur no liability to Debtor or any third party for failure to, take any action which Debtor is obligated by this Security Agreement to do and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, and Debtor hereby irrevocably appoints the Secured Party as its attorney-in-fact to exercise such rights and powers, including without limitation, to (a) collect by legal proceedings or otherwise and indorse, receive and receipt for all dividends, interest, payments, proceeds, and other sums and property now or hereafter payable on or on account of the Collateral; (b) enter into any extension, reorganization, deposit, merger, consolidation, or other agreement pertaining to, or deposit, surrender, accept, hold, or apply other property in exchange for, the Collateral; (c) insure, process, and preserve the Collateral; (d) transfer the Collateral to its own or its nominee’s name, to the extent necessary to effect such action; (e) make any compromise or settlement, and take any related action it deems advisable, with respect to the Collateral; (f) execute, sign and endorse, transfer or deliver in the name of Debtor certificates of origin, applications for certificates of title or any other documents necessary to evidence, perfect and realize upon the security interest in the Collateral; (g) notify any Account Debtor to make payment directly to Secured Party for the benefit of the Secured Party and to collect the accounts and payments due on chattel paper; and (h) file any financing statements, or amendments thereto, to protect and perfect the security interest of the Secured Party in the Collateral. 7. Event of Default. A default under this Security Agreement (an “Event of Default”) shall be deemed to exist upon the occurrence of an Event of Default as that term is defined in the Note. 8. Remedies. Upon the occurrence and during the continuance of any such Event of Default, the Secured Party may, at its option and in addition to all rights and remedies available to Secured Party under the Note, at law, in equity, or otherwise, do any one or more of the following: a. General Enforcement. Exercise any or all of its rights and remedies with respect to the Collateral under the UCC, and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right to exercise all powers of ownership pertaining to the Collateral as if the Secured Party was the sole and absolute owner thereof (and the Debtor agree to take all such action as may be appropriate to give effect to such right). b. Sale, Etc. Sell, lease, or otherwise dispose of any Collateral at one or more public or
  • 7. 7 private sales at the Secured Party’s place of business or any other place or places, whether or not such Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner permitted by law as Secured Party may determine. c. Costs of Remedies. Recover from Debtor all reasonable and necessary costs and expenses, including, without limitation, reasonable attorney fees, incurred or paid by the Secured Party in exercising any right, power, or remedy provided by this Security Agreement. d. Assembly of Collateral. Require Debtor to assemble the Collateral and make it available to the Secured Party at a location and at a time to be designated by the Secured Party. e. Take Possession of Collateral. Enter onto property where any Collateral or evidence thereof is located and take possession thereof with or without judicial process. f. Preparation of Collateral for Sale. Prior to the disposition of the Collateral, prepare it for disposition in any manner and to the extent the Secured Party deems appropriate and in connection with such preparation and disposition, without charge, use any trademark, tradename, copyright, patent, or technical process used by Debtor. g. Manner of Sale of Collateral. Debtor shall be given ten (10) business days prior notice at Debtor's chief place of business indicated in the first paragraph of this Security Agreement of the intended disposition of Collateral, which notice Debtor hereby agrees shall be deemed reasonable notice thereof. h. Delivery to and Rights of Purchaser. Upon any sale or other disposition pursuant to this Security Agreement, Secured Party shall have the right to deliver, assign, and transfer to the purchaser thereof the Collateral or portion thereof so sold or disposed of. i. Other Remedies. Exercise any and all remedies available to it (x) under the Note or any other agreement with Secured Party concerning the loan and security interest therein, (y) at law or (z) in equity. Notwithstanding anything to the contrary contained herein, the Secured Party shall be obligated to conduct itself in a commercially reasonable manner in connection with its exercise of remedies upon an Event of Default, and shall abide by the notice and time requirements as required by Article 9 of the Uniform Commercial Code—Secured Transactions. 9. Cumulative Rights. The rights, powers, and remedies of the Secured Party under this Security Agreement shall be in addition to all rights, powers, and remedies given to the Secured Party by virtue of any applicable statute or rule of law, or any other agreement between Secured Party and Debtor, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently without impairing Secured Party’s security interest in the Collateral. 10. Waiver. Any waiver, forbearance or failure or delay by the Secured Party in exercising any
  • 8. 8 right, power, or remedy shall not preclude the further exercise thereof, and every right, power, or remedy of Secured Party shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by the Secured Party. Debtor waives any right to require the Secured Party to proceed against any person or to exhaust any Collateral or to pursue any remedy in Secured Party’s power. 11. Setoff. Debtor agrees that Secured Party may exercise its rights of setoff, as permitted under applicable law, with respect to the Obligations in the same manner as if the Obligations were unsecured. 12. Binding Upon Successors. This Security Agreement and all obligations of Debtor hereunder shall be binding upon the successors and assigns of Debtor (including any debtor-in- possession on behalf of Debtor) and shall, together with the rights and remedies of Secured Party, hereunder, inure to the benefit of the Secured Party, all future holders of any instrument evidencing any of the Obligations and their respective successors and assigns. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner impair the lien granted to Secured Party hereunder. Debtor may not assign, sell, hypothecate or otherwise transfer any interest in or obligation under this Security Agreement. 13. Entire Agreement; Severability. This Security Agreement and the Note contain the entire security agreement between Secured Party and Debtor. Any provision of this Security Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 14. Governing Law. This Agreement shall be construed and enforced under the laws of the State of New York without regard to the conflict of law principles thereof, except to the extent that the Uniform Commercial Code provides for the application of the law of the state of the location of the Debtor's assets. In connection with any suit, action or other proceeding arising out of or relating to this Agreement, the events giving rise to this Agreement or any transaction contemplated hereby, the parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and in the absence of such Federal jurisdiction, the parties consent to be subject to the exclusive jurisdiction of the state courts located in the borough of Manhattan, New York City, New York, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of the parties (i) waives the defense of inconvenient forum, (ii) agrees not to commence, and agrees not to permit any affiliate to commence, any suit, action or other proceeding arising out of or relating to this Agreement, the events giving rise to this Agreement or any other transaction contemplated hereby or thereby other than in any such court and (iii) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by law. 15. Amendment. This Security Agreement may not be amended or modified except by a writing signed by Debtor and the Secured Party.
  • 9. 9 16. Collateral Location. Debtor represents that its chief place of business is at the address first set forth above; and that, except as otherwise disclosed to the Secured Party in writing prior to the date hereof, the Collateral and Debtor’s records concerning the Collateral are located at such address. 17. Notices; Delivery by Facsimile. All notices and other communications provided for hereunder shall be in writing (including facsimile) and mailed, faxed or delivered by hand or national overnight delivery carrier, (i) if to the Debtor at 1330 Avenue of the Americas, New York, NY 10019, Attention: Chief Executive Officer; and (ii) if to the Secured Party c/o New Venture Associates Inc., 1281 N Ocean Drive, #152, Singer Island, FL 33404; or, as to the Debtor or Secured Party, at such other address as shall be designated by such party in a written notice to the other party and, as to each other party, at such other address as shall be designated by such party in a written notice to the Debtor and the Secured Party. All such notices and other communications shall, when either faxed or delivered by hand or national overnight delivery carrier, be effective when delivered (which in the case of a facsimile, shall be at the time of the confirmation stamp of the sender’s machine), and shall be effective five (5) days after being deposited in the mails. Delivery of a facsimile of an executed counterpart of this Security Agreement or any amendment or waiver of any provision of this Security Agreement shall be as effective as delivery of an original executed counterpart thereof. 18. Defined Terms. All terms contained in this Security Agreement that are not defined herein shall have the meanings provided for by the UCC (as hereinafter defined) to the extent the same are used or defined therein. As used herein, “UCC” means the New York Uniform Commercial Code— Secured Transactions as enacted in the State of New York, as amended from time to time; provided, however, that if, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, the Secured Party’s security interest in the Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, or priority of, or remedies with respect to, the Secured Party’s security interest and for purposes of the definitions related to such provisions. WAIVER OF JURY TRIAL. DEBTOR AND SECURED PARTY HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR SUBSEQUENT PROCEEDING BROUGHT BY EITHER SECURED PARTY OR DEBTOR WITH RESPECT TO ANY OBLIGATION CREATED UNDER THIS SECURITY AGREEMENT OR THE NOTE OR ANY AGREEMENT PERTAINING TO THE NOTE OR SECURITY AGREEMENT ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS SECURITY AGREEMENT, THE NOTE AND THE LOAN EVIDENCED THEREBY. Debtor and Secured Party have duly executed this Security Agreement on the day and year first above written. DEBTOR: SECURED PARTY:
  • 10. 10 Facebank Group, Inc., Century Venture SA a Florida corporation By:___________________________ By:___________________________ Print Name: David Gandler Print Name: Rene Eichenberger Its: Chief Executive Officer Its: Authorized Representative