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<DESCRIPTION>EXHIBIT 4.2
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of September 30,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.4
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of October 24,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.6
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of November 13,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.8
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of December 17,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and York
Avenue Holding Company, a Delaware limited liability company (the "Secured
Party").
W I T N E S S E T H
. . .
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POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of July 1, 2003
by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and Gryphon
Opportunities Fund I, LLC, a Delaware limited liability company (the "Secured
Party").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Debtor is a development stage entity with an accumulated
unaudited deficit of $11,283,580 as of December 31, 2002, and limited revenues
and/or assets;
WHEREAS, on or about May 13, 2003, Debtor filed a voluntary petition
under chapter 11 of the United States Bankruptcy Code;
WHEREAS, WHEREAS, Debtor's anticipated operating expenses during the
pendency of its chapter 11 case are anticipated to be approximately $65-90,000
per month;
WHEREAS, the Debtor has attempted to raise funds from a number of
different sources but is unable to obtain any debt, equity and/or other
financing;
WHEREAS, subject only the encumbrances set forth in Schedule I hereto,
Debtor agrees to grant the Secured Party a super-priority lien and security
interest in the Collateral (as hereinafter defined) as security for the
repayment of post-petition loans and advances made by Gryphon pursuant to the
Bankruptcy Court's order approving post-petition financing (and all accumulated
but unpaid interest thereon); and
WHEREAS, the Company has been duly authorized by the Bankruptcy Court
to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, Debtor and the
Secured Party agree as follows:
SECTION 1. Definitions.
-----------
1.1 Certain Defined Terms. The following terms, as used herein,
have the meanings set forth below:
"Accounts" means all "accounts" (as defined in the UCC) now owned or
hereafter created or acquired by Debtor together with, and including all of the
following now owned or hereafter created or acquired by Debtor: (a) accounts
receivable, contracts, contract rights, book debts, notes, drafts and other
obligations or indebtedness owing to Debtor arising from the sale, lease or
exchange of goods or other property or the performance of services; (b) Debtor's
rights in, to and under all purchase orders for goods, services or other
property; (c) Debtor's rights to any goods, services or other property
{PAGE}
represented by any of the foregoing (including returned or repossessed goods and
unpaid sellers' rights of rescission, repletion, reclamation and rights to
stoppage in transit); (d) monies due to or to become due to Debtor under all
contracts for the sale, lease or exchange of goods or other property or the
performance of services (whether or not yet earned by performance on the part of
Debtor); and (e) Proceeds of any of the foregoing and all collateral security
and guaranties of any kind given by any Person with respect to any of the
foregoing.
"Collateral" has the meaning assigned to that term in Section 2.
---------- ---------
"Computer Software" or "Software" means a computer program and any
supporting information provided in connection with a transaction relating to the
program.
"Copyright License" means any literary work which is subject to
copyright, including analog or digital versions of film, video clips, video
programs and related materials, regardless of the means of storage (i.e., tape,
disk, or otherwise).
"Copyrights" means collectively all of the following now owned or
hereafter created or acquired by Debtor: (a) all literary works (including
computer software), derivative works, works for hire, compositions, compilations
of all or some of the foregoing, whether published or unpublished, all
registrations or recordings thereof, and all applications in connection
therewith including registrations, recordings and applications in the Copyright
Office of the United States, or any other country; (b) all reissues, extensions
or renewals thereof; (c) all income, royalties, damages and payments now or
hereafter due or payable under any of the foregoing or with respect to any of
the foregoing including damages or payments for past or future infringements of
any of the foregoing; (d) the right to sue for past, present and future
infringements or any of the foregoing; and (e) all rights corresponding to any
of the foregoing throughout the world.
"Debtor" has the meaning assigned to that term in the introduction to
this Security Agreement.
"Documents" means all "documents" (as defined in the UCC) or other
receipts covering, evidencing or representing goods now owned or hereafter
acquired by Debtor.
"Equipment" means all "equipment" (as defined in the UCC) now owned or
hereafter acquired by Debtor including all machinery, motor vehicles, trucks,
trailers, vessels, aircraft and rolling stock and all parts thereof and all
additions and accessions thereto and replacements therefor.
"Event of Default" has the meaning assigned to that term in Section
9(a).
"Fixtures" means all of the following now owned or hereafter acquired
by Debtor: plant fixtures; business fixtures; other fixtures and storage office
facilities, wherever located; and all additions and accessions thereto and
replacements therefor.
173435
| Gryphon Opportunities Fund I, LLC;
| Eclickmd Inc
|
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POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of August 1,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Debtor is a development stage entity with an accumulated
unaudited deficit of $11,283,580 as of December 31, 2002, and limited revenues
and/or assets;
WHEREAS, on or about May 13, 2003, Debtor filed a voluntary petition
under chapter 11 of the United States Bankruptcy Code;
WHEREAS, WHEREAS, Debtor's anticipated operating expenses during the
pendency of its chapter 11 case are anticipated to be approximately $65-90,000
per month;
WHEREAS, the Debtor has attempted to raise funds from a number of
different sources but is unable to obtain any debt, equity and/or other
financing;
WHEREAS, subject only the encumbrances set forth in Schedule I hereto,
Debtor agrees to grant the Secured Party a super-priority lien and security
interest in the Collateral (as hereinafter defined) as security for the
repayment of post-petition loans and advances made by Gryphon pursuant to the
Bankruptcy Court's order approving post-petition financing (and all accumulated
but unpaid interest thereon); and
WHEREAS, the Company has been duly authorized by the Bankruptcy Court
to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, Debtor and the
Secured Party agree as follows:
SECTION 1. Definitions.
-----------
1.1 Certain Defined Terms. The following terms, as used herein,
have the meanings set forth below:
"Accounts" means all "accounts" (as defined in the UCC) now owned or
hereafter created or acquired by Debtor together with, and including all of the
following now owned or hereafter created or acquired by Debtor: (a) accounts
receivable, contracts, contract rights, book debts, notes, drafts and other
obligations or indebtedness owing to Debtor arising from the sale, lease or
exchange of goods or other property or the performance of services; (b) Debtor's
rights in, to and under all purchase orders for goods, services or other
property; (c) Debtor's rights to any goods, services or other property
{PAGE}
represented by any of the foregoing (including returned or repossessed goods and
unpaid sellers' rights of rescission, repletion, reclamation and rights to
stoppage in transit); (d) monies due to or to become due to Debtor under all
contracts for the sale, lease or exchange of goods or other property or the
performance of services (whether or not yet earned by performance on the part of
Debtor); and (e) Proceeds of any of the foregoing and all collateral security
and guaranties of any kind given by any Person with respect to any of the
foregoing.
"Collateral" has the meaning assigned to that term in Section 2.
---------- ---------
"Computer Software" or "Software" means a computer program and any
supporting information provided in connection with a transaction relating to the
program.
"Copyright License" means any literary work which is subject to
copyright, including analog or digital versions of film, video clips, video
programs and related materials, regardless of the means of storage (i.e., tape,
disk, or otherwise).
"Copyrights" means collectively all of the following now owned or
hereafter created or acquired by Debtor: (a) all literary works (including
computer software), derivative works, works for hire, compositions, compilations
of all or some of the foregoing, whether published or unpublished, all
registrations or recordings thereof, and all applications in connection
therewith including registrations, recordings and applications in the Copyright
Office of the United States, or any other country; (b) all reissues, extensions
or renewals thereof; (c) all income, royalties, damages and payments now or
hereafter due or payable under any of the foregoing or with respect to any of
the foregoing including damages or payments for past or future infringements of
any of the foregoing; (d) the right to sue for past, present and future
infringements or any of the foregoing; and (e) all rights corresponding to any
of the foregoing throughout the world.
"Debtor" has the meaning assigned to that term in the introduction to
this Security Agreement.
"Documents" means all "documents" (as defined in the UCC) or other
receipts covering, evidencing or representing goods now owned or hereafter
acquired by Debtor.
"Equipment" means all "equipment" (as defined in the UCC) now owned or
hereafter acquired by Debtor including all machinery, motor vehicles, trucks,
trailers, vessels, aircraft and rolling stock and all parts thereof and all
additions and accessions thereto and replacements therefor.
"Event of Default" has the meaning assigned to that term in Section
9(a).
"Fixtures" means all of the following now owned or hereafter acquired
by Debtor: plant fixtures; business fixtures; other fixtures and storage office
facilities, wherever located; and all additions and accessions thereto and
replacements therefor.
173436
| Gryphon Opportunities Fund I, LLC;
| Eclickmd Inc
|
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POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of September 2,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Debtor is a development stage entity with an accumulated
unaudited deficit of $11,283,580 as of December 31, 2002, and limited revenues
and/or assets;
WHEREAS, on or about May 13, 2003, Debtor filed a voluntary petition
under chapter 11 of the United States Bankruptcy Code;
WHEREAS, WHEREAS, Debtor's anticipated operating expenses during the
pendency of its chapter 11 case are anticipated to be approximately $65-90,000
per month;
WHEREAS, the Debtor has attempted to raise funds from a number of
different sources but is unable to obtain any debt, equity and/or other
financing;
WHEREAS, subject only the encumbrances set forth in Schedule I hereto,
Debtor agrees to grant the Secured Party a super-priority lien and security
interest in the Collateral (as hereinafter defined) as security for the
repayment of post-petition loans and advances made by Gryphon pursuant to the
Bankruptcy Court's order approving post-petition financing (and all accumulated
but unpaid interest thereon); and
WHEREAS, the Company has been duly authorized by the Bankruptcy Court
to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, Debtor and the
Secured Party agree as follows:
SECTION 1. Definitions.
-----------
1.1 Certain Defined Terms. The following terms, as used herein,
have the meanings set forth below:
"Accounts" means all "accounts" (as defined in the UCC) now owned or
hereafter created or acquired by Debtor together with, and including all of the
following now owned or hereafter created or acquired by Debtor: (a) accounts
receivable, contracts, contract rights, book debts, notes, drafts and other
obligations or indebtedness owing to Debtor arising from the sale, lease or
exchange of goods or other property or the performance of services; (b) Debtor's
rights in, to and under all purchase orders for goods, services or other
property; (c) Debtor's rights to any goods, services or other property
{PAGE}
represented by any of the foregoing (including returned or repossessed goods and
unpaid sellers' rights of rescission, repletion, reclamation and rights to
stoppage in transit); (d) monies due to or to become due to Debtor under all
contracts for the sale, lease or exchange of goods or other property or the
performance of services (whether or not yet earned by performance on the part of
Debtor); and (e) Proceeds of any of the foregoing and all collateral security
and guaranties of any kind given by any Person with respect to any of the
foregoing.
"Collateral" has the meaning assigned to that term in Section 2.
---------- ---------
"Computer Software" or "Software" means a computer program and any
supporting information provided in connection with a transaction relating to the
program.
"Copyright License" means any literary work which is subject to
copyright, including analog or digital versions of film, video clips, video
programs and related materials, regardless of the means of storage (i.e., tape,
disk, or otherwise).
"Copyrights" means collectively all of the following now owned or
hereafter created or acquired by Debtor: (a) all literary works (including
computer software), derivative works, works for hire, compositions, compilations
of all or some of the foregoing, whether published or unpublished, all
registrations or recordings thereof, and all applications in connection
therewith including registrations, recordings and applications in the Copyright
Office of the United States, or any other country; (b) all reissues, extensions
or renewals thereof; (c) all income, royalties, damages and payments now or
hereafter due or payable under any of the foregoing or with respect to any of
the foregoing including damages or payments for past or future infringements of
any of the foregoing; (d) the right to sue for past, present and future
infringements or any of the foregoing; and (e) all rights corresponding to any
of the foregoing throughout the world.
"Debtor" has the meaning assigned to that term in the introduction to
this Security Agreement.
"Documents" means all "documents" (as defined in the UCC) or other
receipts covering, evidencing or representing goods now owned or hereafter
acquired by Debtor.
"Equipment" means all "equipment" (as defined in the UCC) now owned or
hereafter acquired by Debtor including all machinery, motor vehicles, trucks,
trailers, vessels, aircraft and rolling stock and all parts thereof and all
additions and accessions thereto and replacements therefor.
"Event of Default" has the meaning assigned to that term in Section
9(a).
"Fixtures" means all of the following now owned or hereafter acquired
by Debtor: plant fixtures; business fixtures; other fixtures and storage office
facilities, wherever located; and all additions and accessions thereto and
replacements therefor.
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<DESCRIPTION>EXHIBIT 4.2
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of July 1, 2003
by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and Gryphon
Opportunities Fund I, LLC, a Delaware limited liability company (the "Secured
Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.4
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of August 1,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.6
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of September 2,
2003 by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and
Gryphon Opportunities Fund I, LLC, a Delaware limited liability company (the
"Secured Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.3
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of May 20, 2003
by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and Gryphon
Opportunities Fund I, LLC, a Delaware limited liability company (the "Secured
Party").
W I T N E S S E T H
. . .
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<DESCRIPTION>EXHIBIT 4.5
<TEXT>
POST PETITION SECURITY AGREEMENT
--------------------------------
SECURITY AGREEMENT (the "Security Agreement") dated as of June 4, 2003
by and among eClickMD, Inc., a Nevada corporation (the "Debtor") and Gryphon
Opportunities Fund I, LLC, a Delaware limited liability company (the "Secured
Party").
W I T N E S S E T H
. . .
1390451
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