EX-10.2





Exhibit 10.2

SECURITY AGREEMENT




     AGREEMENT dated as of February 11, 2009, between JUNIPER CONTENT CORPORATION, a Delaware
corporation (“Juniper”), FIRESTONE COMMUNICATIONS, INC., a Delaware corporation (“Firestone”),
SORPRESA! RIGHTS LLC, a Delaware limited liability company (“Sorpresa! Rights” and together with
Firestone, the “Subsidiaries,” and the Subsidiaries, together with Juniper, collectively referred
to herein as the “Company”), each having an address at 521 Fifth Avenue, Suite 822, New York, New
York 10175 and the persons and entities listed on Schedule I hereto, as Schedule I may be amended
from time to time to include Additional Investors (as defined in Section 5.7) in accordance with
Section 5.7 of this Agreement (the “Investors”).



W I T N E S S E T H:




ARTICLE I




THE SENIOR FINANCING/GRANT OF SECURITY INTEREST




     SECTION 1.1 Private Offering of Senior Notes. Concurrently with the execution of
this Agreement, Juniper has consummated an initial closing of a private offering (“Offering”) of
senior secured convertible notes in the aggregate principal amount of $900,000 (“Initial Notes”).
Subsequent closings may take place at which Juniper may issue additional notes of like tenor to
the Initial Notes (“Additional Notes”). At any subsequent closing of the Offering, the Additional
Investors (as defined in Section 5.7) will become parties to this Agreement in accordance with
Section 5.7. The Initial Notes and Additional Notes are hereinafter referred to collectively as
the “Notes” and individually as a “Note.” This Security Agreement is being signed in connection
with the Offering to secure the indebtedness underlying the Notes.



     SECTION 1.2 Notes. Concurrently with the execution of this Agreement, Juniper has
executed and delivered to each Investor a Note in the principal amount of such Investor’s
investment in the Offering.



     SECTION 1.3 Subsidiaries. The Subsidiaries hereby jointly and severally guarantee
the full payment and performance of the Notes and are granting to the Investors the security
interests created hereby in order to secure such guarantee.



 









 





     SECTION 1.4 Grant of Security Interest. In consideration of the receipt of the funds
raised in the Offering and to secure Juniper’s obligation to repay to the Investors the principal
amount and interest represented by the Notes, the Company hereby grants to the Investors a
continuing first priority security interest in and to all of the assets of the Company, whether
now or hereafter existing or now owned or hereafter acquired and wherever located, of every kind
and description, tangible or intangible, including, but not limited to, all goods, equipment,
inventory, documents, accounts, deposit accounts, chattel paper, instruments, investment property,
money, contracts and rights to affiliates and subscribers, general intangibles (including, but not
limited to, intellectual property and all rights relating to such intellectual property), credits,
claims, demands and any other property, rights and interests of the Company, all substitutions and
replacements therefor and all products and proceeds thereof, new value thereof or proceeds of
insurance thereon (collectively, “Collateral”).



     The security interest granted herein to each Investor is an undivided interest in the
Collateral as a tenant-in-common with every other Investor. Each Investor may realize upon the
Collateral, subject to and in accordance with Section 4 hereof, to the extent of its Investment
Percentage (as hereinafter defined) of the Collateral, as computed from time to time. The amount
of each Investor’s “Investment Percentage” shall be the percentage computed by dividing the
outstanding principal and interest owed to such Investor pursuant to its Note, by the aggregate
outstanding principal and interest owed to all the Investors pursuant to the Notes.



     SECTION 1.5 Financing Statements. The Company shall, at its expense, execute, file,
record and deliver to Investors (in such manner and form as the Investors shall reasonably
require) any financing statements and any other documents, necessary or appropriate to preserve,
perfect, validate or protect the security interest granted to the Investors hereunder against the
claims of third parties and shall cause the same to be duly filed in all places necessary,
including, without limitation, the U.S. Patent and Trademark Office, to perfect and/or record the
security interest of the Investors in the Collateral. This shall include (a) all
financing statements, (b) all carbon, photographic or other reproductions of financing
statements or this Agreement (which shall be sufficient as a financing statement hereunder), (c)
all endorsements to title to any vehicles or other Collateral as may be required in order to
perfect the security interest therein, and (d) all specific assignments or other papers that may
be



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necessary, or that the Investors may reasonably request, in order to create, preserve, perfect
or validate any security interest or to enable the Investors to exercise and enforce their rights
hereunder with respect to any of the Collateral. In the event that any recording or re-filing
thereof (or filing of any statements of continuation or assignment of any financing statement) is
required to protect and preserve such security interest, the Company, at its own cost and expense,
shall cause the same to be re-recorded and/or re-filed at the time and in the manner requested by
the Investors. The Company hereby authorizes the Investors to file or re-file any financing
statements, continuation statements, amended statements and/or other customary instruments
necessary to create, perfect, preserve or maintain the security interest granted hereunder which
at any time may be required or appropriate. In addition, in the event and to the extent that any
of Collateral consists of or is represented by instruments or other evidences of ownership such as
would require physical possession of same in order to perfect the security interest therein, the
Company will promptly upon request of the Investors, at its expense, deliver same to a designee of
the Investors, as escrow agent, with any necessary endorsements thereon or powers annexed thereto.



     SECTION 1.6 Assignment. The rights under this Agreement and the security interest
granted hereby only may be assigned or transferred by an Investor together with the Note in
accordance with the terms thereof.



ARTICLE II




REPRESENTATIONS OF THE COMPANY




     SECTION 2.1 In order to induce the Investors to lend money to Juniper and purchase the Notes,
the Company hereby represents and warrants to the Investors as follows:



          (a) Juniper has full power to execute and deliver the Notes, and the Company has full power to
execute and deliver the other agreements, instruments and documents
contemplated hereby and thereby, including without limitation a Uniform Commercial Code
Financing Statement (collectively the “Other Security Documents”), and to incur and perform all the
obligations provided for herein and therein.



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          (b) The obligations of the Company under this Agreement constitute, and the obligations of the
Company under the Other Security Documents when executed and delivered pursuant hereto will
constitute, the valid and legally binding obligations of the Company ranking senior in all respects
with all other obligations of the Company and enforceable in accordance with their respective
terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (ii) as enforceability of any
indemnification or contribution provision may be limited under the federal and state securities
laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to the equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.




          (c) Except as set forth on Schedule 2.1(c), the Company is not in default under any indenture,
mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be
bound. Neither the execution nor the delivery of this Agreement, nor the consummation of the
transactions herein contemplated, nor compliance with the provisions hereof, will violate any law
or regulation, or any order or decree of any court or governmental authority, or will conflict
with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of
trust, agreement or other instrument to which the Company is a party or by which the Company may be
bound, or result in the creation or imposition of any lien, claim or encumbrance upon any property
of Company.




          (d) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and
performance by the Company of this Agreement or the matters contemplated herein and for the
Investors to enjoy the benefits conferred hereby except such filings as may be necessary to perfect
the security interest granted the Investors hereunder and under the Other Security Documents.




          (e) The Company is the sole beneficial owner of the Collateral. The lien granted by the
Company to the Investors in the Collateral is a first priority security interest. There are no
other mortgages, pledges, liens, security interests, claims, encumbrances or charges

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of any kind
(“Encumbrances”) on any of the Collateral, other than the liens permitted by Section 3.2(b) hereof.




          (f) The issuance of the Notes and the granting of a security interest in the Collateral to the
Investors are contemporaneous exchanges for new value given by the Investors to Juniper in an
amount equivalent to the value given by Juniper to the Investors.




          (g) Except as set forth on Schedule 2.1(g), no material default or impairment exists, and no
event which with notice or the passage of time or both, would constitute a default under, or
impairment of, the Collateral by any party thereto, and there are no material offsets, claims or
defenses against the obligations evidenced by the Collateral.




ARTICLE III




COVENANTS




     SECTION 3.1 Affirmative Covenants. The Company hereby covenants that so long as this
Agreement remains in effect or any amount due hereunder or under the Notes remains outstanding and
unpaid, it will, unless otherwise consented to in writing by any Investor or Investors holding
Notes evidencing, in the aggregate, an amount equal to not less than 50.1% of the aggregate
principal amount of all Notes then outstanding (“Majority Consent of the Note holders”):



          (a) Do all things necessary to preserve and keep in full force and effect its legal existence,
including, without limitation, all licenses or similar qualifications required by it to engage in
its business in all jurisdictions in which it is at the time so engaged; and continue to engage in
business of the same general type as conducted as of the date hereof; and (ii) continue to conduct
its business substantially as now conducted or as otherwise permitted hereunder;




          (b) Pay and discharge promptly when due all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its property before the same
shall become delinquent or in default, which, if unpaid, might reasonably be expected to give rise
to liens or charges upon such properties or any part thereof, unless, in each case, the validity or
amount thereof is being contested in good faith by



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appropriate proceedings and the Company has
maintained adequate reserves with respect thereto in accordance with generally accepted accounting
principles of the United States (“GAAP”);




          (c) Comply in all material respects with all federal, state and local laws and regulations,
orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations and
requirements applicable to it (collectively, “Requirements”) of all governmental bodies,
departments, commissions, boards, companies or associations insuring the premises, courts,
authorities, officials or officers which are applicable to the Company or any of its properties,
except where the failure to so comply would not have a material adverse effect (“Material Adverse
Effect”) on the Company or any of its properties; provided, however, that nothing
provided herein shall prevent the Company from contesting the validity or the application of any
Requirements;




          (d) Keep and maintain complete, proper and accurate records and books of account with respect
to its business activities and the Collateral, in which proper entries, reflecting all of their
financial transactions, are made in accordance with GAAP. Such books and records shall be open at
reasonable times and upon reasonable notice to the inspection of each Investor;




          (e) Notify the Investors in writing, promptly upon learning thereof, of any litigation or
administrative proceeding commenced against the Company which involves a claim in excess of
$50,000;




          (f) Promptly pay and discharge all taxes, assessments and governmental charges or levies
imposed upon it or upon its income and profits, or upon any properties belonging to it before the
same shall be in default; provided, however, that the Company shall not be required to pay any such
tax, assessment, charge or levy which is being contested in good faith by proper proceedings and
adequate reserves for the accrual of same are maintained if required by GAAP;




          (g) Maintain at all times, preserve, protect and keep its property used or useful in the
conduct of its business in good repair, working order and condition, and from time make



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all needful
and proper repairs, renewals, replacements and improvement thereof as shall be reasonably required
in the conduct of its business;




          (h) To the extent necessary for the operation of its business, keep adequately insured by
financially sound reputable insurers, all property of a character usually insured by similar
corporations and carry such other insurance as is usually carried by similar corporations;




          (i) Defend the title to the Collateral against all persons and against all claims and demands
whatsoever;




          (j) Keep the Collateral free and clear of all further Encumbrances except as authorized
herein;




          (k) On at least twenty (20) days notice in writing by the Investors, furnish further assurance
of title, execute any reasonable written agreement or do any other acts reasonably necessary to
effectuate the purposes and provisions of this Agreement, execute any instrument or statement
required by law or otherwise in order to perfect, continue or terminate the security interest of
the Investors in the Collateral and pay all costs of filing in connection therewith;




          (l) Retain possession of the Collateral and not remove, sell, exchange, assign, loan, deliver,
lease, license, mortgage or otherwise dispose of same outside of the ordinary course of business;




          (m) Promptly give notice in writing to the Investors of the occurrence of any default or Event
of Default (as hereinafter defined) under this Agreement or of any default under any other material
instrument or agreement to which it is a party;




          (n) Timely file and pay all fees, including renewal fees, required for the maintenance and
preservation of the Company’s registered trademarks; and




          (o) Upon the occurrence and during the continuance of any Event of Default, upon the request
of the Investors, promptly notify (and the Company hereby authorizes the Investors so to notify)
each account debtor in respect of any account or instrument that the Collateral has been assigned
to the Investors, or their designee(s), hereunder, and that any



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payments due or to become due in
respect of such Collateral are to be made directly to the Investors or any designee(s) specified by
the Investors.




     SECTION 3.2 Negative Covenants. The Company hereby covenants that so long as this
Agreement remains in effect or any amount due hereunder or under the Notes remains outstanding and
unpaid, it will not, unless otherwise consented to in writing by the Majority Consent of the Note
holders:



          (a) Create, incur, assume or suffer to exist, any indebtedness (institutional or otherwise)
except (i) under the Notes or (ii) which is subordinate in right of payment to the Notes;




          (b) Create, incur, assume or suffer to exist, any Encumbrance upon any of its property
(tangible or intangible) or assets, income or profits secured hereunder, whether now owned or
hereafter acquired, except for (i) liens contemplated by this Agreement and the Other Security
Documents; (ii) statutory liens; (iii) purchase money liens and other liens granted in the ordinary
course of business on equipment, fixtures and similar property; and (iv) liens which, singly or in
the aggregate, would not be reasonably expected to have a Material Adverse Effect;




          (c) Guarantee, assume or otherwise become responsible for (directly or indirectly) the
indebtedness for borrowed funds, performance, obligations, of any person, or the agreement by the
Company or any of its subsidiaries to do any of the foregoing;




          (d) Except for the Company’s existing obligations with respect to its outstanding classes of
preferred stock, declare or pay, directly and indirectly, any dividends or
make any distributions, whether in cash, property, securities or a combination thereof, with
respect to (whether by reduction of capital or otherwise) any shares of its capital stock, except
for dividends payable in shares of common stock or preferred stock;




          (e) Consummate any merger, combination or consolidation involving the Company (whether in one
transaction or a related series of transactions) in which the Company is not the surviving entity,
or the Company is the survivor but the owners of the voting stock of the Company before the
transaction own less than 50% of the voting stock of the Company after




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the transaction, or sell,
lease, transfer or assign to any persons or otherwise dispose of (whether in one transaction or a
related series of transactions) all or substantially all of its consolidated properties or assets
(whether now owned or hereafter acquired);




          (f) Purchase or acquire any stock, obligations, assets or securities of, or any interest in,
or make any capital contribution or loan or advance of money, credit or property to, any other
person (excluding, for the purposes hereof, customary advances made to the Company’s officers,
director and employees to cover business expenses), or make any other investments, except that the
Company may purchase or acquire (i) other businesses, whether by asset or stock acquisition or
merger; (ii) existing subsidiaries or subsidiaries formed for the purposes of facilitating
acquisitions or carrying out the ordinary business of the Company; (iii) certificates of deposits
of any commercial banks registered to do business in any state of the United States having capital
and surplus in excess of $50,000,000; (iv) readily marketable, direct obligations of the United
States government or any agency thereof which are backed by the full faith and credit of the United
States; and (v) investments in prime commercial paper; provided, however, that in
each case mentioned in (iii), (iv) or (v) above, such obligations shall mature not more than 180
days from the date of acquisition thereof; and




          (g) Sell, transfer, discount or otherwise dispose of any claim or debt owing to it, including,
without limitation, any notes, accounts receivable or other rights to receive payment, except for
reasonable consideration and in the ordinary course of business.




     SECTION 3.3 Additional Documents. The Company shall, from time to time, at its
expense, execute, deliver, file, and record any statement, assignment, instrument, document,
agreement, or other paper and take any other action (including, without limitation, any
filings of financing or continuation statements under the UCC) that the Investors may from time to
time reasonably determine to be necessary or desirable in order to create, preserve, perfect,
confirm, or validate the security interests or to enable the Investors to obtain the full benefits
of this Agreement, or to enable the Investors to exercise and enforce any of their rights, powers,
and remedies hereunder with respect to any of the Collateral. To the extent permitted by law, the
Company hereby authorizes the Investors to file financing statements or continuation statements.
The Company agrees that a carbon, photographic, or other reproduction of this Security



9









 







Agreement or
of a financing statement is sufficient as a financing statement. The Company shall pay the
reasonable costs of or incidental to, any recording or filing of any financing or continuation
statements concerning the Collateral.



     SECTION 3.4 Additional Information. The Company shall, promptly upon request,
provide to the Investors all information and evidence they may reasonably request concerning the
Collateral, and in particular the accounts, to enable the Investors to enforce the provisions of
this Agreement.



     SECTION 3.5 Material Loss. The Company will immediately notify the Investors of any
event causing a material loss or diminution in the value of the Collateral, and the amount (or the
Company’s best estimate of the amount) of such loss or diminution.



     SECTION 3.6 Investors’ Covenant to Release Lien. The Investors hereby acknowledge and
agree that the Company may file a UCC Financing Statement Amendment (Form UCC-3) to release the
lien over the equipment and furnishings located at the Company’s offices in order to facilitate a
termination, sublease or assignment of the lease covering such premises, provided the Company has
first obtained the Majority Consent of the Note holders, such consent not to be unreasonably
withheld.



ARTICLE IV




DEFAULT; ACCELERATION




     SECTION 4.1 Events of Default. The occurrence of any of the following events shall
constitute an Event of Default hereunder:



          (a) the Company shall (i) fail to pay any amounts owed under the Notes when due (provided such
failure has not been cured within 10 days after notice thereof) or (ii) have an event of default
occur and be continuing under documents evidencing, in the aggregate, indebtedness of the Company
in an amount greater than $250,000 (other than the Notes) such that the holders of such
indebtedness have declared the outstanding principal and accrued interest to be immediately due and
payable; or




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          (b) if the Company shall:





               (i) admit in writing its inability to pay its debts generally as they become due;




               (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act;




               (iii) make an assignment for the benefit of creditors;




               (iv) consent to the appointment of a receiver of the whole or any substantial part of its
assets;




               (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or




                    (vi) file a petition or answer seeking reorganization or arrangement under the Federal
bankruptcy laws or any other applicable law or statute of the United States of America or any
State, district or territory thereof;



          (c) if a court of competent jurisdiction shall enter an order, judgment, or decree appointing,
without the consent of the Company, a receiver of the whole or any substantial
part of the Company’s assets, and such order, judgment or decree shall not be vacated or set
aside or stayed within 90 days from the date of entry thereof;




          (d) if, under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the whole or any substantial part of
Company’s assets and such custody or control shall not be terminated or stayed within 90 days from
the date of assumption of such custody or control; or




          (e) the Company shall default (and not cure within 10 days after written notice of such
default) in the performance of, or violate any material representation or warranty contained in
this Agreement, the Securities Purchase Agreement pursuant to which the Notes were issued or in any
written statement pursuant thereto or hereto, or any report, financial



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statement or certificate
made or delivered to the Investors by the Company shall be untrue or incorrect in any material
respect, as of the date when made or deemed made.




     SECTION 4.2 Acceleration. In addition to any other remedies provided by the Notes,
upon the occurrence of an Event of Default, the Investors may, by notice to the Company, take any
or all of the following actions, without prejudice to the rights of the holders of any Other
Notes, to enforce the Investors’ claims against the Company: (i) declare the principal of and any
accrued interest and all other amounts payable under the Notes to be due and payable, whereupon
the same shall become forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company, (ii) enforce or cause to be
enforced any remedy provided under this Agreement or the Other Security Documents, or (iii)
exercise any other remedies available at law or in equity, including specific performance of any
covenant or other agreement contained in this Agreement. In addition to any other remedies
provided by the Notes, upon the occurrence of an Event of Default as set forth in Section 4.1 of
this Agreement, then without prejudice to the rights and remedies specified in clause (iii) above,
the Notes and other obligations of the Company pursuant to this Agreement shall automatically be
immediately due and payable with interest and other fees, if any, thereon without notice, demand
or any other act by any Investor.



     SECTION 4.3 Remedies.



          (a) On the occurrence of an Event of Default and/or acceleration pursuant to Section 4.2, the
Investors shall have the following rights and remedies, which are cumulative in nature and are in
addition to the rights set forth in the Notes and shall be immediately available to the Investors:





                    (i) All rights and remedies provided by law, including but not limited to those provided by
the Uniform Commercial Code, and equitable remedies for specific performance and injunctive relief;




               (ii) All rights and remedies provided in this Agreement; and




               (iii) All rights and remedies provided in the Notes and Other Security Documents.



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          (b) Upon any default by the Company hereunder, the Investors shall have all the rights,
remedies and privileges with respect to repossession, retention, use and sale of any or all of the
Collateral of the Company and disposition of the proceeds as are accorded by the applicable
sections of the Uniform Commercial Code.




          (c) Upon any default by the Company hereunder and upon demand of the Investors, the Company
shall assemble the Collateral and make it available to the Investors at the place and at the time
designated in the demand and shall otherwise use its commercially reasonable efforts to cooperate
in all material respects with the Investors in exercising their rights and remedies hereunder and
under the Other Security Documents.




          (d) In the event that the Investors shall at any time be required to take action to defend the
security interest granted hereunder, or the Company shall fail to satisfy its obligations under
this Agreement, then the Investors shall have the right, but shall not be obligated, to take such
steps and make such payments as may be required in order to effect compliance, and the Investors
shall have the right either to demand and receive immediate reimbursement from the Company for all
costs and expenses incurred by the Investors in connection therewith, and/or to add such costs and
expenses to the Company’s obligations hereunder.




          (e) The Company hereby irrevocably appoints the Investors the true and lawful attorney for the
Company, with full power of substitution, in the name of the Company, the Investors or otherwise,
for the sole use and benefit of the Investors, but at the Company’s expense, to the extent
permitted by law to exercise, at any time and from time to time during the continuance of an Event
of Default, any or all of the following powers with respect to any or all of the Collateral (which
powers shall be in addition and supplemental to any powers, rights and remedies of the Investors
described herein):





               (i) to demand, sue for, collect, receive and give acquittance for any and all monies due or to
become due upon or by virtue thereof;



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                    (ii) to receive, take, endorse, assign and deliver any and all checks, drafts, documents and
other negotiable and non-negotiable instruments and chattel paper taken or received by the
Investors in connection therewith;




               (iii) to settle, compromise, discharge, extend, compound, prosecute or defend any action or
proceeding with respect thereto;




                    (iv) to sell, transfer, assign or otherwise deal in or with same, or the proceeds or avails
thereof, or any goods securing the Collateral accounts, as fully and effectually as if the
Investors were the absolute owner thereof;




                    (v) to extend the time of payment of any or all thereof and to make any allowance and other
adjustments with reference thereto; and




               (vi) to discharge any taxes, liens, security interests or other encumbrances at any time
placed thereon.


Anything hereinabove contained to the contrary notwithstanding, the Investors shall give the
Company not less than ten (10) days prior written notice of the time and place of any sale or
other intended disposition of any of the Collateral, except any Collateral which is perishable or
threatens to decline speedily in value or is of a type customarily sold on a recognized market.
The Investors and the Company hereby agree that such notice constitutes “reasonable notification”
within the meaning of Section 9-610 of the Uniform Commercial Code.




     SECTION 4.4 Security Interest Absolute.



          (a) All rights of the Investors hereunder, and all obligations of Company hereunder, shall be
absolute and unconditional irrespective of:





                    (i) any change in the time, manner or place of payment of. or in any other term of the
agreements between the parties or the secured obligations created hereunder, or any renewal,
modification, reinstatement, restatement or extension of the agreements between the parties or the
secured obligations created hereunder or any other amendment or waiver of or any consent to any
departure from this Agreement or any other agreement or instrument;




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               (ii) any sale, exchange, release or non-perfection of any of the Collateral; or



               (iii) any other circumstance that might otherwise constitute a defense available to, or a
discharge of the Company in respect of any agreements between the parties or the secured
obligations created hereunder.



ARTICLE V

MISCELLANEOUS




     SECTION 5.1 Notices. Any and all notices, requests, demands, consents, approvals or
other communications required or permitted to be given under any provision of this Agreement shall
be in writing and shall be deemed given upon personal delivery or the mailing thereof by first
class, registered or certified mail, return receipt requested, postage prepaid, by telecopier or
facsimile, by e-mail transmission, or by overnight delivery service or by courier service to the
addresses listed at the head of this Agreement with respect to the Company and with respect to the
Investors to the respective addresses and/or telecopier/facsimile numbers listed on Schedule I
hereto. Any party may change its address for the purposes of this Agreement by notice to the
other party given as aforesaid.



     SECTION 5.2 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Investors, any right, power or privilege hereunder or under the
Notes or any Other Security Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by law. No
modification, or waiver of any provision of this Agreement or the Notes, no consent to any
departure by the Company from the provisions hereof or thereof shall be effective unless the same
shall be effective only in the specific instance and for the purpose for which it is given. The
provisions set forth in Articles III and IV of this Agreement may be waived by written Majority
Consent of the Note holders. No notice to the Company shall entitle the Company to any other or
further notice in other or similar circumstances unless



15









 




expressly provided for
herein. No course of dealing between the Company and the Investors shall operate as a waiver
of any of the rights of the Investors under this Agreement.




     SECTION 5.3 Captions. The captions of the various sections and subsections of this
Agreement have been inserted only for the purposes of convenience, and shall not be deemed in any
manner to modify, explain, enlarge or restrict any of the provisions of this Agreement.



     SECTION 5.4 Payment of Fees. The Company agrees to pay all reasonable costs and
expenses of the Investors in enforcing or preserving any of the rights and remedies available to
the Investors under this Agreement, the Notes or under any other documents, instruments or
writings executed and delivered to the Investors in connection herewith including, without
limitation, legal fees, costs and disbursements of one counsel appointed by the Investors in the
enforcement thereof.



     SECTION 5.5 Liability for Deficiency. The Company shall remain liable for any
deficiency relating to the obligations underlying the Notes resulting from a sale of the
Collateral and shall pay any such deficiency forthwith on demand.



     SECTION 5.6 Survival of Agreements. All agreements, representations and warranties
made herein and in any certificates delivered pursuant hereto shall survive the execution and
delivery of this Agreement, the Notes and the Other Security Documents, and shall continue in full
force and effect until the indebtedness of Juniper under the Notes and all other obligations
hereunder and thereunder have been paid in full. The provisions of Section 1.3 shall survive the
exercise of the Investors’ rights under the Notes.



     SECTION 5.7 Additional Investors. In the event that, at any time or from time to
time, Juniper holds an additional closing with respect to the Offering and issues Additional Notes
to additional investors (collectively the “Additional Investors” and individually an “Additional
Investor”), as a condition precedent to such closing and Note issuance, the Company shall
countersign a copy of this Agreement with each Additional Investor and each such Additional
Investor shall agree to sign a copy of this Agreement (for and on behalf of himself or itself, his
or its legal representatives and his or its transferees and assigns) thereby agreeing to be bound
by all applicable provisions of this Agreement as a party hereto and in the



16









 




capacity of an Investor. Except as provided herein, upon any such additional closing with
respect to the Offering and Note issuance, all references herein to the Investors or to any
Investor shall thereafter be deemed to include such Additional Investor, and upon such closing,
each such Additional Investor shall be added to Schedule I.




     SECTION 5.8 Amendments. Except as set forth above in Section 5.7, the Company and
Investors may amend this Agreement only by written agreement between the Company and the Investors
upon receipt of written Majority Consent of the Note holders; provided, that no such amendment
shall have the effect of modifying in any manner the definition of “Majority Consent of the Note
holders” set forth in Section 3.1.



     SECTION 5.9 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and the Investors and their respective successors and assigns,
except that the Company may not transfer or assign any of its rights or interests hereunder
without the prior written Majority Consent of the Note holders. An Investor may assign this
Agreement and its rights or interests hereunder in accordance with Section 1.5 hereof.



     SECTION 5.10 Construction of Agreement; Jurisdiction and Venue. This Agreement, the
Notes and Other Security Documents and the rights and obligations of the parties hereunder and
thereunder shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York, without regard to principles of conflicts of law. THE COMPANY AND EACH
INVESTOR, IN ANY LITIGATION IN WHICH ANY INVESTOR OR THE COMPANY SHALL BE AN ADVERSE PARTY, WAIVES
TRIAL BY JURY, WAIVES THE RIGHT TO CLAIM THAT A FORUM OR VENUE SPECIFIED HEREIN IS AN INCONVENIENT
FORUM OR VENUE AND WAIVES THE RIGHT TO INTERPOSE ANY SETOFF, DEDUCTION OR COUNTERCLAIM OF ANY
NATURE OR DESCRIPTION, AND IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE NEW YORK STATE SUPREME
COURT, COUNTY OF NEW YORK, AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE COMPANY AND EACH INVESTOR FURTHER AGREE



17









 




TO ACCEPT AND ACKNOWLEDGE SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED UPON THEM IN ANY
SUCH SUIT, ACTION OR PROCEEDING REGISTERED MAIL TO THE ADDRESS AS SET FORTH ON THE COVER OF THIS
AGREEMENT WITH RESPECT TO THE COMPANY AND ON SCHEDULE I HERETO WITH RESPECT TO THE INVESTORS. If
any of the provisions of this Agreement shall be or become illegal or unenforceable under any law,
the other provisions shall remain in full force and effect.




     SECTION 5.11 Interest. Anything in the Agreement, the Notes or the Other Security
Documents to the contrary notwithstanding, the Investors shall not charge, take or receive, and
the Company shall not be obligated to pay, interest in excess of the maximum rate from time to
time permitted by applicable law.



     SECTION 5.12 Currency. All amounts of currency expressed hereunder or under the Notes
or the Other Security Documents shall refer to United States dollars.



     SECTION 5.13 Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of this Agreement.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	 	JUNIPER CONTENT CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	FIRESTONE COMMUNICATIONS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	SORPRESA! RIGHTS LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	INVESTORS LISTED ON SCHEDULE I






19









 






[COUNTERPART SIGNATURE PAGE]




     IN WITNESS WHEREOF, the following party hereto has executed this Security Agreement,
dated as of                     , 2009, indicating its intent to be bound by the terms and
conditions of the Security Agreement, as of the date set forth below.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	[NAME OF INVESTOR]	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	By:	 	
 
	 	 
	 

	 	 

	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	Address for Notices:	 	 






	 	 	 
	ACCEPTED AS OF
	 
	 	 
	 

	 ,	 2009
	 


	 	 
	 
	 	 





	 	 	 	 	 	 	 
	JUNIPER CONTENT CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 






20









 





SCHEDULE I




LIST OF INVESTORS




	 	 	 	 	 
	 

	 	 	 	Telephone and
	Name

	 	Address
	 	Facsimile Number







i