Exhibit 10.3
Security Agreement between eVision XXX.Xxx, Inc. and Online Credit Limited dated
June 27, 2001
This
SECURITY AGREEMENT is made June 27, 2001, by and between eVision XXX.Xxx, Inc.,
0000 Xxxxxxx Xx, Xxxxx 000, Xxxxxx, Xxxxxxxx, 00000 ("eVision") and Online
Credit Limited of 0000 Xxxxxx Xxxxx Tower, 000 Xxxx'x Xxxx, Xxxxx Xxxxx Xxxx
Xxxx ("OCL")(collectively the "Parties").
Recitals
WHEREAS,
eVision and OCL has entered into five separate long-term debenture agreements
that remain outstanding, which are specifically referenced below:
Debentures referenced:
| 1) |
The $4,000,000 10% Convertible Debenture Due December 15, 2007 dated December
30, 1997 and all subsequent amendments between eVision and OCL; |
| 2) |
The $1,500,000 10% Convertible Debenture Due December 15, 2007 dated May 17,
1998 between eVision and OCL;
|
| 3) |
The $1,000,000 10% Convertible Debenture Due December 15, 2007 dated August 5,
1998 between eVision and OCL; |
| 4) |
The $1,000,000 12% Convertible Debenture Due December 15, 2007 dated November
17, 1998 which subsequently had $160,000 in principal paid down under the
“Supplemental Letter of Agreement to the $500,000 12% convertible debenture
due March 24, 1999 dated September 25, 1998 and all subsequent amendments issued
by eVision to Online Credit and the $1,000,000 12% convertible debenture due
December 15, 2007 dated November 17, 1998 issued by eVision to Online
Credit” dated May 24, 2001 between eVision and OCL; and |
| 5) |
The $589,889.00 12% Convertible Debenture Due June 4, 2006 dated June 4, 2001
between eVision and OCIL, and assigned to OCL (“2001 B-1 Debenture”). |
(collectively
the “Debentures”)
WHEREAS,
eVision and OCL has entered into an Asset Purchase Agreement dated June 8, 2001,
which has been subsequently amended through an Asset Purchase Agreement
Extension dated June 26, 2001 moving the Effective Time of the Asset Purchase
Agreement until shareholders' approval is obtained by eVision or until OCL and
eVision mutually agree to terminate the Asset Purchase Agreement (“The
Asset Purchase Agreement”);
WHEREAS,
these Debentures require eVision to make quarterly interest payments in stock or
cash, at the discretion of OCL;
It is therefore
agreed:
| 1. |
OCL Commitment. OCL agrees to reduce the interest rate, relating to the
2001 B-1 Debenture from 12% to 2% per annum, effective June 4, 2001. |
| 2. |
eVision Commitments. In consideration of the OCL Commitment, eVision
agrees to secure its performance under the Debentures with a security interest
in its ownership of certain assets ("Collateral"). The Collateral shall
include: |
|
a. |
all debt, equity and derivative instruments of eBanker that eVision owns, except
that owned by eVision's subsidiary American Fronteer Financial Corporation, as
of the date of this Agreement consisting of: |
| |
i.
1 Series A preferred share, |
| |
ii.
1,083,533 common shares, |
| |
iii.
330,000 warrants to purchase shares @ $3.00 expiring 8/11/03, |
| |
iv.
307,692 warrants to purchase shares @ $8.00 expiring 3/31/05, |
| |
v.
307,692 warrants to purchase shares @ $9.00 expiring 3/31/05, and |
| |
vi.
660,000 face value in 10% convertible debentures; |
|
b. |
all shares of Global Growth that eVision owns as of the date of this Agreement;
and |
|
c. |
1,050,000 shares of Global Med that eVision owns as of the date of this
Agreement. |
| 3. |
Collateral Escrow. Within a reasonable period after execution, the
Collateral, along with stock powers executed in blank, will be transferred to
OCL to hold pursuant to this Security Agreement. |
| 4. |
Collateral Control. Prior to default as provided in this Security
Agreement, and subject to terms herein, eVision shall retain the economic and
beneficial ownership of the secured shares, which make up the Collateral.
|
| 5. |
Voting rights. During the term of the Debentures, and so long as eVision
is not in default in the performance of any term of this agreement or in the
payment of the Debentures, eVision shall have the right to exercise the voting
rights (if any) attached to the Collateral. |
| 6. |
Representations. eVision makes no warranties and representations as to
the restrictions upon the transfer of any secured shares. eVision represents
that it has the right to transfer such shares free of any encumbrances and
without obtaining the consents of the other shareholders.
|
| 7. |
Adjustments. If, during the term of this Security Agreement, any share
dividend, reclassification, readjustment, or other change is declared or made in
the capital structure of the respective issuers of the Collateral, all new,
substituted, and additional shares, or other securities, issued by reason of any
such change shall be held by OCL under the terms of this agreement in the same
manner as the Collateral originally secured hereunder. |
| 8. |
Warrants, rights, options, dividends, exchanges and other distributions.
If, during the term of this agreement, subscription warrants, rights, options,
exchanges or other non-cash distributions (“Non-Cash Distributions”)
are issued in connection with the Collateral, eVision shall immediately secure
such assets to OCL in the same manner as the Collateral secured hereunder. |
| |
If
any Non-Cash Distributions are exercised by eVision, all new shares or other
securities and instruments so acquired by eVision shall be immediately be
collateralized under the terms of this agreement in the same manner as the
Collateral originally secured hereunder. The respective exchange values
stipulated in Section 10 will increase by the cash proceeds contributed by
eVision to exercise the Distribution. |
| |
During
the term of this agreement, all dividends and other amounts paid by the
securities underlying the Collateral shall be paid to OCL and offset against the
interest and principal of Debenture. The respective exchange values stipulated
in Section 10 will decrease by the dividend amount. |
| 9. |
Payment of Debentures; Term of Security. Upon payment of the principal
and interest of the Debentures, OCL shall deliver or transfer to eVision all the
Collateral including new shares, securities or other instruments received by OCL
pursuant to article 3 and 7, above as a result of its security interest in the
Collateral. This Security Agreement’s term elapses upon the earlier of full
payment of the principal and interest of the Debentures or when the Asset
Purchase Agreement is approved by shareholders of eVision. |
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| 10. |
Default. If eVision defaults in the performance of any terms of this
agreement, or in the payment of the principal or interest of the Debentures, OCL
shall provide eVision with a fourteen (14) day written notice to cure. If
eVision fails to cure during this period, OCL shall have the rights and remedies
provided in the Uniform Commercial Code in force in the State of Colorado at the
date of this agreement, as well as any remedies in the Debentures. In an event
of default, OCL shall also have the right, but not the obligation, to exchange: |
|
a. |
eVision‘s ownership of securities listed under article 2(a) for $5,518,416
of the Debentures and/or the Debenture‘s unpaid accrued interest; |
|
b. |
eVision‘s ownership of securities listed under article 2(b) for $1,000,000
of the Debentures and/or the Debenture‘s unpaid accrued interest;
and/or |
|
c. |
eVision’s ownership of securities listed under article 2(c) for an amount
equal to 1,050,000 multiplied by the average of the last 10 daily closing prices
of Global Med Technologies, Inc. at the time of the exchange, discounted 10% if
the securities are restricted at the time of the exchange, of the Debentures
and/or the Debenture’s unpaid accrued interest. |
| |
If
eVision defaults in the performance of any term of this agreement, or in the
payment of principal or interest of the Debentures, and OCL elects to exercise
the right to exchange as listed above in this Section 10, but the outstanding
principal and interest is less than the exchange values listed above, OCL shall
pay eVision the difference between the exchange values listed above and the
outstanding Debentures’ principal and interest. |
| 11. |
Asset Substitution. eVision will inform OCL if it intends to enter into
any transaction involving change of ownership, or any other loss of control, of
any of the Collateral. OCL will have the right to review and approve the
transaction. OCL agrees that their approval will not be unreasonably withheld or
delayed. The asset arising out of the transaction will substitute and replace
the transacted Collateral if it is non-cash and it will be used to reduce the
interest and principal of the debenture if it is cash. |
| 12. |
Transfer. In the event of default, eVision appoints OCL its attorney to
arrange for the transfer of the record, beneficial and economic ownership of the
Collateral in the respective issuer’s books to the name OCL designates. OCL
shall hold the secured shares as security for the repayment of the Debentures,
and shall not encumber or dispose of the shares except as provided herein. |
| 13. |
Restrictions. Upon transfer, OCL recognizes that OCL may be unable to
effect a public sale of all or a part of the Collateral consisting of securities
by reason of certain prohibitions contained in the Securities Act of 1933, but
may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such
securities for their own account, for investment and not with a view to the
distribution or resale thereof. OCL agrees that private sales so made may
be at prices and other terms less favorable to the seller than if such
securities were sold at public sales. |
| 14. |
Liability Disclaimer. Under no circumstances whatsoever shall OCL be
deemed to assume any responsibility for or obligation or duty with respect to
any part or all of the Collateral, of any nature or kind whatsoever, or any
matter or proceedings arising out of or relating thereto. OCL shall not be
required to take any action of any kind to collect or protect any interest in
the Collateral, including but not limited to any action necessary to preserve
its or eVision’s rights against prior parties to any of the Collateral. OCL
shall not be liable or responsible in any way for any diminution in the value of
the Collateral, or for any act or default as agent or bailee. OCL’s prior
recourse to any part of all of the Collateral shall not constitute a condition
of any demand for payment or of any suit or other proceeding for collection. |
3
| 15. |
Nonwaiver. No failure or delay on the part of the Parties in exercising
any of its rights and remedies hereunder or otherwise shall constitute a waiver
thereof, and no single or partial waiver by the Parties of any default or other
right or remedy which it may have shall operate as a waiver of any other
default, right or remedy or of the same default, right or remedy on a future
occasion. |
| 16. |
Modification. No provision hereof shall be modified, altered or limited
except by an instrument in writing expressly referring to this Security
Agreement and to the provision so modified or limited, and executed by the
Parties.
|
| 17. |
Authorization. The execution and delivery of this agreement has been
authorized by the Boards of Directors of the Parties and by any necessary vote
or consent of stockholders of the Parties.
|
| 18. |
Binding Effect. This agreement shall be binding upon the Parties'
respective successors and assigns and shall, together with the rights and
remedies of OCL hereunder, inure to the benefit of OCL and its successors,
endorsees and assigns.
|
| 19. |
Headings. Headings in this agreement are only for convenience and shall
not be used to interpret or construe its provisions.
|
| 20. |
Governing law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Colorado.
|
| 21. |
Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
|
| 22. |
Severability. If any term of this agreement is held to be invalid,
illegal or unenforceable, such determination shall not affect the validity of
the remaining terms.
|
In witness whereof the
Parties have executed this agreement as of the date first written.
EVISION
XXX.XXX, INC.
ONLINE CREDIT LTD.
By: /s/ Xxxxxx X. Xxxxx
By:
/s/ Xxx Xxxx
Title: Managing Director
Title:
Chief Operating Officer
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