Unassociated Document


    EXECUTION
      COPY

     

    COPYRIGHT
      SECURITY AGREEMENT

     

    THIS
      COPYRIGHT SECURITY AGREEMENT (the “Agreement”)
      made
      as of this 20th
      day of
      November, 2008 by Embark Corp.,
      a
      Delaware corporation (“Grantor”),
      in
      favor of VIKING ASSET MANAGEMENT, LLC, a California limited liability company,
      in its capacity as Collateral Agent for the benefit of itself and each of the
      Buyers (as hereinafter defined) (together with its successors and assigns in
      such capacity, “Grantee”):

     

    WITNESSETH

     

    WHEREAS,
      on
      October 19, 2007, Longview Marquis Master Fund, L.P., a British Virgin Islands
      limited partnership (including as successor to The Longview Fund, L.P., a
      California limited partnership, under the Purchase Agreement (as defined below),
      “Marquis”;
      Marquis, together with its successors and assigns and each other holder of
      a
      Note (as defined below) and their respective successors and assigns,
      individually and collectively, the “Buyers”)
      purchased from MRU Holdings, Inc., a Delaware corporation (the “Company”),
      those certain senior secured notes, each dated October 19, 2007, in an original
      aggregate principal amount of $11,200,000 (such
      notes, together with any promissory notes or other securities issued in exchange
      or substitution therefor or replacement thereof, and as any of the same may
      be
      amended, supplemented, restated or modified and in effect from time to time,
      the
“Notes”);

     

    WHEREAS,
      the Notes were acquired by Buyers and Buyers made certain financial
      accommodations to the Company pursuant to a Securities Purchase Agreement dated
      as of October 19, 2007 among the Company and the Buyers (as the same may be
      amended, restated, supplemented or otherwise modified from time to time, the
      “Purchase
      Agreement”);

    


    WHEREAS,
      Company, Grantor, the other entities party thereto as “Included Subsidiaries,”
Buyers and Grantee have entered into that certain Third Amendment of even date
      herewith (as the same may be amended, restated, supplemented or otherwise
      modified and in effect from time to time, the “Third
      Amendment”),
      pursuant to which the Company and the Buyers have agreed to amend certain
      provisions of the Purchase Agreement; 

    


    WHEREAS,
      Grantor is an indirect subsidiary of the Company and, as such, will derive
      substantial benefit and advantage from the continued financial accommodations
      to
      the Company set forth in the Purchase Agreement and the Notes, and it will
      be to
      Grantor’s direct interest and economic benefit to assist the Company in
      continuing to procure said financial accommodations from Buyers; 

     

    WHEREAS,
      pursuant
      to a Guaranty dated as of October 19, 2007 by and among Grantor, the other
      entities party thereto as “Guarantors” in favor of Grantee (as the same may be
      amended, restated, supplemented or otherwise modified and in effect from time
      to
      time, the “Guaranty”),
      Grantor has guaranteed the Obligations (as defined therein) in favor of Grantee
      (on its behalf and on behalf of the Buyers);
      and

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WHEREAS,
      pursuant to the terms of a certain Security Agreement of even date herewith
      between Grantor and Grantee (as the same may be amended or otherwise modified
      from time to time, the “Security
      Agreement”),
      Grantor has granted to Grantee, for the benefit of Grantee and the Buyers,
      a
      security interest in substantially all of the assets of Grantor including all
      right, title and interest of Grantor in, to and under all now owned and
      hereafter acquired Copyrights (as defined in the Security Agreement) and
      Copyright licenses, and all products and proceeds thereof; and

     

    WHEREAS,
      to induce the Buyers to continue to make financial accommodations to the Company
      under the Purchase Agreement and to enter into the Third Amendment, Grantor
      has
      agreed to pledge and grant a security interest in all of its right, title and
      interest in and to the Copyright Collateral (as hereinafter defined) as security
      for its Liabilities (as defined in the Security Agreement) for the benefit
      of
      the Grantee, the Buyers and their respective successors and
      assigns.

     

    NOW,
      THEREFORE, in consideration of the premises set forth herein and for other
      good
      and valuable consideration, receipt and sufficiency of which are hereby
      acknowledged, Grantor agrees as follows:

     

    1. Incorporation
      of Security Agreement.
      The
      Security Agreement and the terms and provisions thereof are hereby incorporated
      herein in their entirety by this reference thereto. All terms capitalized but
      not otherwise defined herein shall have the same meanings herein as in the
      Security Agreement.

     

    2. Grant
      and Reaffirmation of Grant of Security Interests.
      To
      secure the payment and performance of the Liabilities, Grantor hereby grants
      to
      Grantee, for its benefit and the benefit of Buyers, and hereby reaffirms its
      prior grant pursuant to the Security Agreement of, a continuing security
      interest in Grantor's entire right, title and interest in and to the following
      (all of the following items or types of property being herein collectively
      referred to as the “Copyright
      Collateral”),
      whether now owned or existing or hereafter created, acquired or
      arising:

     

    (i) each
      Copyright, including, without limitation, the Copyrights (together with any
      reissues, continuations or extensions thereof) referred to in Schedule 1 annexed
      hereto;

     

    (ii) each
      Copyright license; and

     

    (iii) all
      products and proceeds of the foregoing, including without limitation, any claim
      by Grantor against third parties for past, present or future (a) infringement
      or
      dilution of any Copyright including, without limitation, the Copyrights referred
      to in Schedule 1 annexed hereto and the Copyrights licensed under any Copyright
      license.

     

    [Signature
      Page Follows]


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, Grantor has duly executed this Agreement as of the date first
      written above.

     

    EMBARK
      CORP.

    


    


    /s/
      Vishal Garg

    By:
      Vishal Garg

    Its:
      Chief Executive Officer

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Agreed
      and Accepted

    As
      of the
      Date First Written Above

     

    VIKING
      ASSET MANAGEMENT L.L.C., a California limited liability company, in its capacity
      as collateral agent for the Buyers

    


    By:
      /s/
      S.
      Michael Rudolph

    Name: S.
      Michael Rudolph

    Title: Chief
      Financial Officer