SECURITY AGREEMENT
Exhibit 4.2
SECURITY AGREEMENT (this “Agreement”), dated as of __________, 2015, by and among ID Global Solutions Corporation, a Delaware corporation (the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
W I T N E S S E T H:
WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof, between the Company and the Secured Party (the “Purchase Agreement”), the Company has agreed to issue to the Secured Party and the Secured Party has agreed to purchase from the Company certain of the Company’s 12% Secured Promissory Notes (the “Secured Notes”); and
WHEREAS, in order to induce the Secured Party to purchase the Secured Notes, Company has agreed to execute and deliver to the Secured Party this Agreement for the benefit of the Secured Party and to grant to it a security interest in certain property of Company to secure the prompt payment, performance and discharge in full of all of Company’s obligations under the Secured Notes and exercise and discharge in full of Company’s obligations under the Warrants; and
WHEREAS, in light of the foregoing, the Company expects to derive substantial benefit from the Purchase Agreement and sale of the Secured Notes and the transactions contemplated thereby and, in furtherance thereof, has agreed to execute and deliver this.
NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “general intangibles” and “proceeds”) shall have the respective meanings given such terms in Article 9 of the UCC.
(a) “Collateral” means the collateral, as set forth below, in which the Secured Party is granted a security interest by this Agreement and which shall include the following, whether presently owned or existing or hereafter acquired or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith:
(i) 800 shares of common stock, $10.00 par value per share, of ID Global LATAM S.A.S., a Colombian corporation and a wholly-owned subsidiary of the Company (“ID LATAM”), representing all of the outstanding securities of ID LATAM, which sole asset will be eighty (80) Model PD185 – Automated Data Processing Machines for Electronic Ticketing as more specifically described on Schedule A (the “Kiosks”).
(b) “Company” shall mean, collectively, Company and all of the subsidiaries of Company, a list of which is contained in Schedule B, attached hereto.
(c) “Obligations” means all of the Company’s obligations under this Agreement and the Secured Notes, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later decreased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time.
(d) “UCC” means the Uniform Commercial Code, as currently in effect in the State of Florida.
2. Grant of Security Interest. As an inducement for the Secured Party to purchase the Secured Notes and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the Secured Party and together with the holders of the Secured Notes, a continuing security interest in, a continuing lien upon, an unqualified right to possession and disposition of and a right of set-off against, in each case to the fullest extent permitted by law, all of the Company’s right, title and interest of whatsoever kind and nature in and to the Collateral (the “Security Interest”).
3. Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:
(a) The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally.
(b) ID LATAM is a wholly owned subsidiary of the Company. ID LATAM is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. ID LATAM’s total number of shares authorized consists of 5,000 shares of common stock of which 800 shares of common stock are issued and outstanding and held by the Company.
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(c) The Company represents and warrants that it has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule B attached hereto;
(d) The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule B attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing liens in the Collateral. Within 45 days from the end of each quarter while the Secured Notes remain outstanding, the Company shall provide the Secured Party with Financial statements of the entity/entities funded using the proceeds of the Secured Notes. The financial statements shall be prepared according to appropriate currency translation method for foreign currency transaction.
(e) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Company of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement by the Company or (ii) for the perfection of or exercise by the Secured Party of its rights and remedies hereunder.
(f) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the Company is a party or by which the Company is bound. No consent (including, without limitation, from stock holders or creditors of the Company) is required for the Company to enter into and perform its obligations hereunder.
(g) The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected priority liens in favor of the Secured Party until this Agreement and the Security Interest hereunder shall terminate pursuant to Section 11. The Company hereby agrees to defend the same against any and all persons. The Company shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Company will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder.
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(h) The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by the Company in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party.
(i) The Company shall keep and preserve the Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.
(j) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein.
(k) The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral.
(l) The Company shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time.
(m) The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.
(n) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Company that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.
(o) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral is accurate and complete in all material respects as of the date furnished.
(p) Schedule B attached hereto contains a list of all of the subsidiaries of Company.
4. Defaults. The following events shall be “Events of Default”:
(a) The occurrence of an Event of Default (as defined in the Secured Notes) under the Secured Notes;
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(b) Any representation or warranty of the Company in this Agreement or in the Purchase Agreement shall prove to have been incorrect in any material respect when made;
(c) The failure by the Company to observe or perform any of its obligations hereunder or in the Purchase Agreement for ten (10) days after receipt by the Company of notice of such failure from the Secured Party; and
(d) Any breach of, or default under, the Warrants.
5. Duty To Hold In Trust. Upon the occurrence of any Event of Default and at any time thereafter, the Company shall, upon receipt by it of any revenue, income or other sums, whether payable pursuant to the Secured Notes or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the satisfaction of the Obligations.
6. Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Secured Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers:
(a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form.
(b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.
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7. Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the “Default Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.
8. Costs and Expenses. The Company agrees to pay all out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The Company shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might prejudice, imperil or otherwise affect the Collateral or the Security Interest therein. The Company will also, upon demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Secured Notes. Until so paid, any fees payable hereunder shall be added to the principal amount of the Secured Notes and shall bear interest at the Default Rate.
9. Responsibility for Collateral. The Company assumes all liabilities and responsibility in connection with all Collateral, and the obligations of the Company hereunder or under the Secured Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason.
10. Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Secured Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Secured Notes or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.
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11. Term of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under the Secured Notes have been made in full and all other Obligations have been paid or discharged. Upon such termination, the Secured Party, at the request and at the expense of the Company, will join in executing any termination statement with respect to any financing statement executed and filed pursuant to this Agreement.
12. Power of Attorney; Further Assurances.
(a) The Company and the Secured Party authorize Xxxxxxx Xxxxxx (the “Agent”), and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Party, and at the Company’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Secured Notes and the Warrants, all as fully and effectually as the Company might or could do; and the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.
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(b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral.
(c) The Company hereby irrevocably appoints the Agent as the Company’s attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company where permitted by law.
13. Notices. All notices, requests, demands and other communications hereunder shall be in writing, with copies to all the other parties hereto, and shall be deemed to have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent by facsimile, upon receipt of proof of sending thereof, (iii) if sent by nationally recognized overnight delivery service (receipt requested), the next business day or (iv) if mailed by first-class registered or certified mail, return receipt requested, postage prepaid, four days after posting in the U.S. mails, in each case if delivered to the following addresses:
| If to the Company, to: | ID Global Solutions Corporation |
| 000 Xxxx Xxxx Xxxxxxxx Xxxxx | |
| Xxxxxxxx, XX 00000 | |
| Attention: Xxxxxx X. Xxxxx | |
| Telephone: (000) 000-0000 | |
| Facsimile: |
| With a copy to: | Xxxxxxx PLLC Attn: Xxxxxxx Xxxxxxx |
00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx Xxxxxx, XX 00000 | |
| Telephone: (000) 000-0000 | |
| Facsimile: (000) 000-0000 |
If to the Secured Party, then the address set forth in the Purchase Agreement.
14. Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder.
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15. Miscellaneous.
(a) No course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the Secured Notes shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
(b) All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Secured Notes or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.
(c) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended to supersede all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Agreement, no provision of this Agreement may be modified or amended except by a written agreement specifically referring to this Agreement and signed by the parties hereto.
(d) In the event that any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the remaining portion of such provision or the other provisions of this Agreement and without affecting the validity or enforceability of such provision or the other provisions of this Agreement in any other jurisdiction.
(e) No waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar nature or otherwise.
(f) This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.
(g) Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.
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(h) This Agreement shall be construed in accordance with the laws of the State of Florida, except to the extent the validity, perfection or enforcement of a security interest hereunder in respect of any particular Collateral which are governed by a jurisdiction other than the State of Florida in which case such law shall govern. Each of the parties hereto irrevocably submit to the exclusive jurisdiction of any Florida State or United States Federal court sitting in Sarasota county over any action or proceeding arising out of or relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such Florida State or Federal court. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereto further waive any objection to venue in the State of Florida and any objection to an action or proceeding in the State of Florida on the basis of forum non conveniens.
(i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
(j) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this to be duly executed on the day and year first above written.
| COMPANY | ||
| ID GLOBAL SOLUTIONS CORPORATION | ||
| By: | ||
| Xxxxxx
X. Xxxxx Chief Executive Officer | ||
| SECURED PARTY: | ||
| ||
SCHEDULE A
| Cronograma visitas de inspección CATIs y PVEs | |||
| Basado en inventario Angelcom de Junio 24 de 2015 | |||
| Descripción CATI / PVE | |||
| Tipo | Zona | Nombre | Ubicación |
| KTI | Norte | KTI U Santo Xxxxx Campus - E1 | Universidad Santo Xxxxx Sede Campus Autop. Norte Calle 209 vía Arrayanes kilómetro 1.5 Estacion Portal Norte |
| KTI | Norte | KTI U ECI Xxxxx Xxxxxxxx- E1 | Universidad Escuela Colombiana de Ingeniería Xxxxx Xxxxxxxx Xxxxxxx Xxx 00 xx 000-00. Xxxxxxxx Xxxxxx Xxxxx |
| KTI | Norte | KTI U Xxxxxxx Complementaria - E1 | Universidad del Xxxxxxx Sede Complementaria Autop. Norte Calle 200 Antiguo Club el Polo. Estacion Portal Norte |
| KTI | Norte | KTI U Salle Norte - E1 | Universidad de la Salle ( Sede Norte) Cra 7 # 172 - 85. Xxxxxxxx Xxxxxx Xxxxx |
| XXX | Xxxxx | XXXXXX XXXXX | 00000 PVE Colsubsidio Xxx 000 - X0 |
| XXX | Xxxxx | XXXXXX XXXXX | 00000 PVE exito Xxx 000 - X0 |
| XXX | Xxxxx | XXX Xx 000 - X0 | Ruta Cedritos Paradero 3 SUPERMERCADO LOS PAISAS. XXXXX 000 # 00 X 00 |
| XXX | Xxxxx | KTI Cl 142 - E3 | Ruta Cedritos Xxxxxxxx 0 Xxxxxxx Xxxxx. XXX 00 # 000 X 00 |
| XXX | Xxxxx | KTI Cl 142 - E4 | Ruta Cedritos Paradero 5 Hiperdroguería Bulevar. XXX 000 Xx 00-00 |
| XXX | Xxxxx | KTI Cl 142 -E5 | Ruta Cedritos Paradero 2 Ciber Xxxxxxx.xxx Xxx 000 # 00 A 73 Local 34 |
| KTI | Norte | KTI Xxxxxx - E1 | Droguería Sfarma No 1. Cra 46 No 136-50 Sprint. Estacion Xxxxxx |
| KTI | Norte | KTI Xxx 000 - X0 | Xxxxxxxxxxx. Xx 00 # 00 - 00. Xxxxxxxx Xxxxx 000 |
| XXX | Xxxxx | XXXXX 000 | 00000 PVE Xxxxx 000 - X0 |
| XXX | Xxxxx | XXXXX 000 | 00000 PVE Calle 100 - E2 |
| KTI | Norte | KTI U Militar Nueva Granada - E1 | Universidad Militar Nueva Xxxxxxx Xxx 00 Xx. 000-00 Xxxxxxxxx Xxxxx. Estacion Xxxxx 000 |
| XXX | Xxxxx | XXX Xxxxxxxxx - X0 | Compensar Calle 100 Caja de COompensación Familiar COMPENSAR - Xxxxx 00 Xx. 00 - 00. Xxxxxxxx Calle 100 |
| KTI | Norte | KTI Virrey - E1 | Cigarrería Metro 90. Xxxxx 00 # 00 - 00 Local 2. Estacion Xxxxxx |
| KTI | Norte | KTI Calle 85 - E2 | Carrefour Express - Calle 85 No 13-85. Estacion Calle 85 |
| KTI | Norte | KTI Heroes - E1 | Xxxxx Café. Xxxxxxxxxxx 00 # 00 – 95 Centro Comercial Los Héroes Local 39. Estacion Heroes |
| PVE | Noroccidente | FERIAS | 19114 PVE Jumbo Estación Ferias - E1 |
| KTI | Noroccidente | KTI U Minuto de Dios - E1 | Corporacion Universitaria Minuto de Dios - Sede Principal Calle 81B Nº 72B - 70. Estacion Minuto de Dios |
| KTI | Noroccidente | KTI Cra 90 - E1 | Primavera Xxxxx Xxxxxxxxx. Xx Xxx 00#00 A 40. Estacion Carrera 90 |
| KTI | Caracas | KTI U EAN - E1 | Universidad EAN - CRA 11 No 78 – 47 Xxxxxxxx Xxxxx 00 |
| XXX | Xxxxxxxxxxxx | XXXXXX 00 | 00000 PVE C.C. Portal 80 - E1 |
| PVE | Xxxxxxxxxxxx | XXXXXX 00 | 00000 XXX Xxxxxxxxx xx Xxxxxxxxx - X0 |
| XXX | Xxxxxxx | XXXXX 00 | 00000 PVE Calle 76 - E2 |
| KTI | Caracas | KTI U Central Sede Norte - E1 | Universidad Central Sede Norte. Cafetería - Calle 75 No 15-91. Estacion Calle 76 |
| KTI | Caracas | KTI U Xxxxxx Xxxxxxxx - E1 | Universidad Xxxxxx Xxxxxxxx - Xxxxx 00 # 00 - 00. Xxxxxxxx Calle 72 |
| KTI | Caracas | KTI Calle 72 - E1 | Droguería Farmastop Plus - Calle 72 No 20-51. Xxxxxxxx Xxxxx 00 |
| XXX | Xxxxxxx | XXXXX 00 | 00000 PVE Calle 72 - E1 |
| KTI | Caracas | KTI U Santo Xxxxx Derecho - E1 | Universidad Santo Xxxxx Sede Norte - Cra 9A No 63-28 Estacion Calle 72 |
| KTI | Caracas | KTI X Xxxxx Xxxxx Xxxx Xx Xxxxxxxx - X0 | Universidad Santo Xxxxx Sede Xx Xxxxxxxx - Cra 9 No 72-90. |
| 2 |
| KTI | Caracas | KTI U INSUTEC - E1 | Fundacion de Educacion Superior INSUTEC - Xxxxx 00 Xx 00-00. Xxxxxxxx Xxx Xxxxxx |
| XXX | Caracas | CALLE 63 | 19241 PVE Calle 63 - E2 |
| KTI | Caracas | KTI U Xxxxxx Xxxxxx -E1 | Universidad XXXXXX XXXXXX Cra 9 Bis No 62-43 piso 2 frente a los cajeros. Estacion Calle 63 |
| KTI | Caracas | KTI U Sena Financiero - E1 | Centro de Servicios Financieros (SENA) Xxx 00 # 00 - 00. Xxxxxxxx Calle 63 |
| KTI | Caracas | KTI U Xxxxxxx Quinta de Mutis - E1 | Universidad del Xxxxxxx Sede Xxxxxx xx Xxxxx Xxx 00 # 00 X - 00. Estacion Calle 63 |
| KTI | Caracas | KTI U Libertadores - E1 | Universidad Los Libertadores carrera 15 No 63A-87. Estacion Calle 63 |
| KTI | Caracas | KTI U Libertadores - E2 | Universidad Los Libertadores carrera 15 No 63A-87. Estacion Calle 63 |
| KTI | Caracas | KTI U Fundacion San Xxxx - E1 | Fundación de Educación Superior San Xxxx Av. Caracas No 63-21. Estacion Calle 63 |
| KTI | Caracas | KTI U INCAP - E1 | Centro de Aprendizaje INCAP Calle 64 No 13-53. Estacion Calle 63 |
| KTI | Caracas | KTI U Salle Chapinero - E1 | Universidad de la Salle( Sede Chapinero) Cra 5 # 59 A 44. Xxxxxxxx Xxxxx 00 |
| XXX | Xxxxxxx | XXXXX 00 | 00000 PVE Tia Chapinero - E1 |
| KTI | Caracas | MARLY - E1 | Mauris Copy Ltda. Xxx 00 # 00 - 00. Xxxxxxxx Marly |
| PVE | Caracas | MARLY | 19205 PVE Marly - E1 |
| KTI | Caracas | KTI U Santo Xxxxx Ppal - E1 | Universidad Santo Xxxxx Sede Principal Cra 9 # 51 – 11. Estacion Marly |
| KTI | Caracas | KTI U Sena Gestion de Mercados - E1 | SENA - Centro de Gestión de Mercados Logística y Tecnologías de la Información. Calle 52 No 13 – 65. Estacion Marly |
| KTI | Caracas | KTI U Cooperativa Sede 8 - E1 | Universidad Xxxxxxxxxxx xx Xxxxxxxx (Xxxx 0) Xx Xxxxxxx # 00 - 00. Xxxxxxxx Xxxxx 00 |
| XXX | Xxxxxxx | XXXXX 00 | 00000 PVE Xxxxx 00 - X0 |
| XXX | Xxxxxxx | XXX X Xxxxxxxx Xxx 00 - X0 | Universidad Catolica ( Sede Cra 13) Xxxxxxx 00 Xx 00-00. Estacion Calle 45 |
| KTI | Caracas | KTI U Catolica Claustro - E1 | Universidad Catolica ( Sede Claustro) Xxxxx 00 Xx 00X - 00. Xxxxxxxx Calle 45 |
| KTI | Caracas | KTI U Javeriana - E1 | Pontificia Universidad Javeriana Xxxxx 00 Xx. 0-00. Estacion Calle 45 |
| KTI | Caracas | KTI Av 39 - E1 | Fundacion Universitaria INPAHU Sede Xxxxxxxxx.Xxxxxxx 00 # 00-00/ XxxxxXxxx 40 A No 15-58. Estacion AV 39 |
| KTI | Caracas | KTI Av 39 - E2 | Xxxxxxxx. Cra 13# 38-03. Estacion AV 39 |
| KTI | Caracas | KTI U Cooperativa Sede 1 - E1 | Universidad Cooperativa de Colombia (Sede 1). Xx. Xxxxxxx # 00-00. Estacion AV 39 |
| KTI | Caracas | KTI Centro Internacional - E1 Davivienda | Centro Internacional CCI DAVIVIENDA. Xxxxx 00 Xx 00 X 00 Xxxxx Xxxxxxx |
| XXX | Centro | CALLE 22 | 19209 PVE Xxxxx 00 - X0 |
| XXX | Xxxxxx | XXXXX 00 | 00000 PVE Calle 19 - E1 |
| KTI | Centro | KTI U Xxxxx Xxxxx Xxxxxx- E1 | Universidad Xxxxx Xxxxx Xxxxxx Cra 4 No 22-61. Estacion Las Aguas |
| KTI | Centro | KTI U Central Sede Centro - E1 | Universidad Central Sede Centro, Pasillo Xxxxxxxx xx Xxxxxxxxxx - Xxx 0 Xx 00-00. Estacion Museo del Oro |
| KTI | Centro | KTI U Los Andes - E1 | UNIVERSIDAD DE LOS ANDES CRA 1 No 18a -12 Edificio RGB, Primer Piso. Estacion Las Aguas |
| KTI | Centro | KTI U Salle La Xxxxxxxxxx - E1 | Universidad de la salle (Sede La Xxxxxxxxxx) Xxx 0 # 00-00. Xxxxxxxx Xxx Xxxxx |
| KTI | Centro | KTI U Xxxxxxx Xxxxxxxx - E1 | Universidad del Xxxxxxx Sede el Claustro Xxxxx 00 # 0-00. Xxxxxxxx Xxxxx xxx Xxx |
| XXX | Centro | MUSEO DEL ORO | 19301 PVE Museo del Oro - E1 |
| KTI | Caracas Sur | KTI U UNAD Mutis - E1 | Universidad Nacional Abierta y a Distancia - Sede Xxxx Xxxxxxxxx Xxxxx - Xxxxx 00xxx Xx 00-00. Xxxxxxxx Xxxxxx / Xxxxx |
| KTI | Caracas Sur | KTI Restrepo - E1 | Droguería Xx Xxxxxx. Cra 17 No 18-84 Sur. Estacion Xxxxxxxx (Oriente) |
| 3 |
| KTI | Caracas Sur | KTI Calle 40 Sur - E2 | Xxxxxxx xxxxxx alimentadores Tunal Droguería Drogas Yahannah Cra 24 A No 46-12 Sur Tunal |
| KTI | Nqs | KTI Sena Centro de Gestion - E1 | SENA - Centro de Gestión y Fortalecimiento Socio Empresarial - Transversal 78 J No 41 D 15 Sur. Estación Xxxxxxxx |
| KTI | Nqs | KTI UNAD Xxxx Xxxxxxx - E1 | UNAD Sede Xxxx Xxxxxxx - Autopista Sur No. 16-38 |
| KTI | Nqs | KTI U Sena complejo Sur - E1 | SENA Complejo Sur - Xxxxxxx 00 Xx 00 X 00 Xxx - Xxxxxxxx Sena |
| KTI | Nqs | KTI U Sena Paloquemao - E1 | SENA Complejo Paloquemao - Xxxxxxx 00 Xx 00 – 20. - Estacion Paloquemao |
| KTI | Nqs | KTI U Nacional - E2 | Carrera 30 No 45-03 Facultad Ciencias Ecobomicas Edificio (311) - Estacion U. Nacional |
| KTI | Nqs | KTI Universidad Nacional - E1 | Carrera 30 No 45-03 Hemeroteca Nacional Piso 2 - Estacion U. Nacional |
| KTI | Americas | KTI Pradera - E1 | Estacion Pradera |
| KTI | Americas | KTI Tintal - E1 | CIUDAD TINTAL CENTRO COMERCIAL - Xxxxxxx 00 Xx 0X - 00. Estacion Biblioteca Tintal |
SCHEDULE B
Subsidiaries –
Innovation in Motion Inc., a Florida corporation
Multipay S.A., a Colombian corporation
ID Global LATAM S.A.S., a Colombian corporation
Collateral Location/books of account and records
Longwood, Florida
Financing Statements on Form-1
SCHEDULE C
Secretary of State of the State of Florida
| 4 |
