Security Interest AgreementExhibit 10.4ANNEX VITOSECURITIES PURCHASE AGREEMENTSECURITY INTERESTAGREEMENTSECURITY INTEREST AGREEMENT (Security Interest Agreement), dated as of September, 2009, by and among the persons set forth on Schedule 1 (each a Secured Party and collectively, the Secured Parties), OmniComm Systems, Inc., a Delaware corporation having its principal executiveoffices at 2101 W. Commercial Blvd., Suite 4000, Ft.
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A purchase money security interest is a specific type of security interest, or claim on property. Lenders, including credit card issuers, may claim the right to repossess items bought with borrowed funds, up to the amount borrowed.
Lauderdale, FL 33309 (the Company or the Debtor) and Gulf Pointe Capital, LLC, a corporation and wholly-owned subsidiary of AspenOpportunity Fund a Secured Party, as agent for the Secured Parties (in such capacity, together with its successors in such capacity, the Agent ).RECITALSA. Reference is made to (i) that certain Securities Purchase Agreement of even date herewith (the Securities Purchase Agreement) to which the Debtor and the Secured Parties are parties, and (ii) the TransactionAgreements, including, without limitation, the Debentures.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the relevant Transaction Agreements.B. Pursuant to the Transaction Agreements, the Debtor has certain obligations to the Secured Parties (all such obligations, theObligations), including, but not limited to, obligations pursuant to the Securities Purchase Agreement, the Debentures and the Warrants.C. In order to induce each of the Secured Parties to execute and deliver the Transaction Agreements and to make the advances to the Debtor contemplated thereby, and as contemplated by the SecuritiesPurchase Agreement and the Debenture, the Debtor has agreed to grant to the Secured Parties a security interest in the Collateral (as defined below) to secure the due and punctual fulfillment of the Obligations. The Secured Parties are willing toenter into the Securities Purchase Agreement and the other Transaction Agreements only upon receiving the Debtors execution of this Security Interest Agreement.NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:Section 1.