DATE AND PARTIES. The date of this
Security Agreement (Agreement) is January 2, 2008. The parties and their addresses are:
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CARDINAL
BANK
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, Xxxxxxxx 00000 |
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WIDEPOINT
CORPORATION
a Delaware Corporation
One Lincoln Centre
18W140
Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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WIDEPOINT
IL, INC.
an Illinois Corporation
One Lincoln Centre
18W140
Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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WP
NBIL, INC.
an Illinois Corporation
One Lincoln Centre
18W140
Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.
a Delaware Corporation
One Lincoln Centre
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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OPERATIONAL
RESEARCH CONSULTANTS, INC.
a Virginia Corporation
00000 Xxxxxx Xxxxx,
Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000 |
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ISYS,
LLC
a Virginia Limited Liability Company
One Lincoln Center
18W140 Xxxxxxxxxxx Road, Suite 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
The pronouns “you” and
“your” refer to the Secured Party. The pronouns “I,” “me” and
“my” refer to each person or entity signing this Agreement as Debtor and
agreeing to give the Property described in this Agreement as security for the Secured
Debts.
1. SECURED DEBTS. This
Agreement will secure the following Secured Debts:
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A.
Specific Debts. The following debts and all extensions,
renewals, refinancings, modifications and replacements. A promissory
note or other agreement, dated January 2, 2008, from me to you, in
the amount of $2,000,000.00. |
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B.
Sums Advanced. All sums advanced and expenses incurred by you under the
terms of this Agreement. |
2. SECURITY
INTEREST. To secure the payment and performance of the Secured
Debts, I give you a security interest in all of the Property
described in this Agreement that I own or have sufficient rights in
which to transfer an interest, now or in the future, wherever the
Property is or will be located, and all proceeds and products from
the Property (including, but not limited to, all parts, accessories,
repairs, replacements, improvements, and accessions to the Property).
Property is all the collateral given as security for the Secured
Debts and described in this Agreement, and includes all obligations
that support the payment or performance of the Property. “Proceeds” includes
anything acquired upon the sale, lease, license, exchange, or other
disposition of the Property; any rights and claims arising from the
Property; and any collections and distributions on account of the
Property.
This Agreement remains in effect
until terminated in writing, even if the Secured Debts are paid and you are no longer
obligated to advance funds to me under any loan or credit agreement.
3. PROPERTY
DESCRIPTION. The Property is described as follows:
4.
WARRANTIES AND REPRESENTATIONS. I make to you the following
warranties and representations which will continue as long as this
Agreement is in effect:
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A.
Power. I am duly organized, and validly existing and in good
standing in all jurisdictions in which I operate. I have the power
and authority to enter into this transaction and to carry on my
business or activity as it is now being conducted and, as applicable,
am qualified to do so in each jurisdiction in which I operate. |
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B.
Authority. The execution, delivery and performance of this
Agreement and the obligation evidenced by this Agreement are within
my powers, have been duly authorized, have received all necessary
governmental approval, will not violate any provision of law, or
order of court or governmental agency, and will not violate any
agreement to which I am a party or to which I am or any of my
property is subject. |
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C.
Name and Location. My name indicated in the DATE AND PARTIES
section is my exact legal name. WidePoint Corporation is an
organization registered under the laws of Delaware. Widepoint IL,
Inc. is an organization registered under the laws of Illinois. WP
NBIL, Inc. is an organization registered under the laws of Illinois.
Chesapeake Government Technologies, Inc. is an organization registered
under the laws of Delaware. Operational Research Consultants, Inc. is
an organization registered under the laws of Virginia. iSYS, LLC is
an organization registered under the laws of Virginia. I will provide
verification of registration and location upon your request. I will
provide you with at least 30 days notice prior to any change in my
name, address, or state of organization or registration. |
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D.
Business Name. Other than previously disclosed in writing to
you I have not changed my name or principal place of business within
the last 10 years and have not used any other trade or fictitious
name. Without your prior written consent, I do not and will not use
any other name and will preserve my existing name, trade names and
franchises. |
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E.
Ownership of Property. To the extent this is a Purchase Money
Security Interest I will acquire ownership of the Property with the
proceeds of the Purchase Money Loan. Your claim to the Property is
ahead of the claims of any other creditor, except as disclosed in
writing to you prior to any advance on the Secured Debts. I represent
that I am the original owner of the Property and, if I am not, that I
have provided you with a list of prior owners of the Property. |
5. DUTIES TOWARD PROPERTY.
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A.
Protection of Secured Party’s Interest. I will defend the
Property against any other claim. I agree to do whatever you require
to protect your security interest and to keep your claim in the
Property ahead of the claims of other creditors. I will not do
anything to harm your position. |
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I
will keep books, records and accounts about the Property and my business in general. I
will let you examine these and make copies at any reasonable time. I will prepare any
report or accounting you request which deals with the Property. |
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B.
Use, Location, and Protection of the Property. I will keep the
Property in my possession and in good repair. I will use it only for
commercial purposes. I will not change this specified use without
your prior written consent. You have the right of reasonable access
to inspect the Property and I will immediately inform you of any loss
or damage to the Property. I will not cause or permit waste to the
Property. |
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I
will keep the Property at my address listed in the DATE AND PARTIES section unless we
agree I may keep it at another location. If the Property is to be used in other states, I
will give you a list of those states. The location of the Property is given to aid in the
identification of the Property. It does not in any way limit the scope of the security
interest granted to you. I will notify you in writing and obtain your prior written
consent to any change in location of any of the Property. I will not use the Property in
violation of any law. I will notify you in writing prior to any change in my address,
name or, if an organization, any change in my identity or structure. |
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Until
the Secured Debts are fully paid and this Agreement is terminated, I will not grant a
security interest in any of the Property without your prior written consent. I will pay
all taxes and assessments levied or assessed against me or the Property and provide
timely proof of payment of these taxes and assessments upon request. |
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C.
Selling, Leasing or Encumbering the Property. I will not sell,
offer to sell, lease, or otherwise transfer or encumber the Property
without your prior written permission, except for Inventory sold in
the ordinary course of business at fair market value, or at a minimum
price established between you and me. If I am in default under this
Agreement, I may not sell the Inventory portion of the Property even
in the ordinary course of business. Any disposition of the Property
contrary to this Agreement will violate your rights. Your permission to
sell the Property may be reasonably withheld without regard to the
creditworthiness of any buyer or transferee. I will not permit the
Property to be the subject of any court order affecting my rights to
the Property in any action by anyone other than you. If the Property
includes chattel paper or instruments, either as original collateral
or as proceeds of the Property, I will note your security interest on
the face of the chattel paper or instruments. |
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D.
Additional Duties Specific to Accounts. I will not settle any
Account for less than its full value without your written permission,
unless (a) I provide Lender with a modified borrowing base
calculation which incorporates the proposed discounted Account
settlement, and (b) if such modified borrowing base shall indicate
that the outstanding loan balance exceeds the allowable advance
limit, I will repay the loan balance to such extent as to restore
compliance with the borrowing base. Until you tell me otherwise, I
will collect all Accounts in the ordinary course of business. I will
not dispose of the Accounts by assignment without your prior written
consent. I will keep the proceeds from all the Accounts and any goods
which are returned to me or which I take back. I will not commingle
them with any of my other property. I will deliver the Accounts to
you at your request. If you ask me to pay you the full price on any
returned items or items retaken by me, I will do so. I will make no
material change in the terms of any Account, and I will give you any
statements, reports, certificates, lists of Account Debtors (showing
names, addresses and amounts owing), invoices applicable to each
Account, and other data in any way pertaining to the Accounts as you
may request. |
6.
INSURANCE. I agree to keep the Property insured against the
risks reasonably associated with the Property. I will maintain this
insurance in the amounts you require. This insurance will last until
the Property is released from this Agreement. I may choose the
insurance company, subject to your approval, which will not be
unreasonably withheld.
I will have the insurance company
name you as loss payee on any insurance policy. I will give you and the insurance company
immediate notice of any loss. You may apply the insurance proceeds toward what is owed on
the Secured Debts. You may require added security as a condition of permitting any
insurance proceeds to be used to repair or replace the Property.
If you acquire the Property in
damaged condition, my right to any insurance policies and proceeds will pass to you to
the extent of the Secured Debts.
I will immediately notify you of
cancellation or termination of insurance. If I fail to keep the Property insured, you may
obtain insurance to protect your interest in the Property. This insurance may include
coverages not originally required of me, may be written by a company other than one I
would choose, and may be written at a higher rate than I could obtain if I purchased the
insurance.
7.
COLLECTION RIGHTS OF THE SECURED PARTY. Account Debtor means
the person who is obligated on an account, chattel paper, or general
intangible. I authorize you to notify my Account Debtors of your
security interest and to deal with the Account Debtors’ obligations
at your discretion. You may enforce the obligations of an Account
Debtor, exercising any of my rights with respect to the Account
Debtors’ obligations to make payment or otherwise render
performance to me, including the enforcement of any security interest
that secures such obligations. You may apply proceeds received from
the Account Debtors to the Secured Debts or you may release such
proceeds to me.
I specifically and irrevocably
authorize you to exercise any of the following powers at my expense, without limitation,
until the Secured Debts are paid in full (it being understood between Borrower and Lender
however, that Lender would only exercise such powers after an event of default, and
subsequent to the observation of any defined response period.
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A.
demand payment and enforce collection from any Account Debtor or Obligor by
suit or otherwise. |
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B.
enforce any security interest, lien or encumbrance given to secure the
payment or performance of any Account Debtor or any obligation
constituting Property. |
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C.
file proofs of claim or similar documents in the event of bankruptcy,
insolvency or death of any person obligated as an Account Debtor. |
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D.
compromise, release, extend, or exchange any indebtedness of an Account
Debtor. |
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E.
take control of any proceeds of the Account Debtors’ obligations and
any returned or repossessed goods. |
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F.
endorse all payments by any Account Debtor which may come into your
possession as payable to me. |
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G.
deal in all respects as the holder and owner of the Account Debtors’ obligations. |
8.
AUTHORITY TO PERFORM. I authorize you to do anything you deem
reasonably necessary to protect the Property, and perfect and
continue your security interest in the Property. If I fail to perform
any of my duties under this Agreement or any other security interest,
you are authorized, without notice to me, to perform the duties or
cause them to be performed. These authorizations include, but are not
limited to, permission to:
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A.
pay and discharge taxes, liens, security interests or other encumbrances at
any time levied or placed on the Property. |
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B.
pay any rents or other charges under any lease affecting the Property. |
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C.
order and pay for the repair, maintenance and preservation of the Property. |
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D.
sign, when permitted by law, and file any financing statements on my behalf
and pay for filing and recording fees pertaining to the Property. |
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E.
place a note on any chattel paper indicating your interest in the Property. |
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F.
take any action you feel necessary to realize on the Property, including
performing any part of a contract or endorsing it in my name. |
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G.
handle any suits or other proceedings involving the Property in my name. |
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H.
prepare, file, and sign my name to any necessary reports or accountings. |
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I.
make an entry on my books and records showing the existence of this
Agreement. |
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J.
notify any Account Debtor of your interest in the Property and tell the
Account Debtor to make payments to you or someone else you name. |
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If
you perform for me, you will use reasonable care. Reasonable care will not include: any
steps necessary to preserve rights against prior parties; the duty to send notices,
perform services or take any other action in connection with the management of the
Property; or the duty to protect, preserve or maintain any security interest given to
others by me or other parties. Your authorization to perform for me will not create an
obligation to perform and your failure to perform will not preclude you from exercising
any other rights under the law or this Agreement. |
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If
you come into actual or constructive possession of the Property, you will preserve and
protect the Property. For purposes of this paragraph, you will be in actual possession of
the Property only when you have physical, immediate and exclusive control over the
Property and you have affirmatively accepted that control. You will be in constructive
possession of the Property only when you have both the power and the intent to exercise
control over the Property. |
9. PURCHASE
MONEY SECURITY INTEREST. This Agreement creates a Purchase Money
Security Interest to the extent you are making advances or giving
value to me to acquire rights in or the use of collateral and I in
fact use the value given for that purpose. Purchase Money Loan means
any loan or advance used to acquire rights in or the use of any
Property. The portion of the Property purchased with loan proceeds
will remain subject to the Purchase Money Security Interest until the
Secured Debts are paid in full. I authorize you, at your option, to disburse
the loan proceeds directly to the seller of the Property. Payments on
any non-Purchase Money Loan also secured by this Agreement will not
be applied to the Purchase Money Loan. Payments on the Purchase Money
Loan will be applied first to the non-purchase money portion of the
loan, if any, and then to the purchase money portion in the order in
which the purchase money Property was acquired. If the purchase money
Property was acquired at the same time, then payments will be applied
in the order you select. No security interest will be terminated by
application of this formula.
10.
DEFAULT. I will be in default if any of the following occur
(however, it is understood that Lender will not exercise any of its
allowed remedies without first: (a) providing written notification to
Borrower of the event of default, and (b) observing any response
period that it allows for in said notification):
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A.
Payments. I fail to make a payment in full when due. |
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B.
Insolvency. I make an assignment for the benefit of creditors
or become insolvent, either because my liabilities exceed my assets
or I am unable to pay my debts as they become due. |
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C.
Business Termination. I merge, dissolve, reorganize, end my
business or existence, or a partner or majority owner dies or is
declared legally incompetent. |
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D.
Failure to Perform. I fail to perform any condition or to keep
any promise or covenant of this Agreement. |
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E.
Other Documents. A default occurs under the terms of any other
transaction document. |
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F.
Other Agreements. I am in default on any other debt or
agreement I have with you. |
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G.
Misrepresentation. I make any verbal or written statement or
provide any financial information that is untrue, inaccurate, or
conceals a material fact at the time it is made or provided. |
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H.
Judgment. I fail to satisfy or appeal any judgment against me. |
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I.
Forfeiture. The Property is used in a manner or for a purpose
that threatens confiscation by a legal authority. |
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J.
Name Change. I change my name or assume an additional name
without notifying you before making such a change. |
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K.
Property Transfer. I transfer all or a substantial part of my
money or property. |
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L.
Property Value. The value of the Property declines or is
impaired. |
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M.
Material Change. Without first notifying you, there is a
material change in my business, including ownership, management, and
financial conditions. |
11.
REMEDIES. After I default, and after you give any legally
required notice and opportunity to cure the default, you may at your
option do any one or more of the following.
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A.
Acceleration. You may make all or any part of the amount owing
by the terms of the Secured Debts immediately due. |
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B.
Sources. You may use any and all remedies you have under state
or federal law or in any instrument evidencing or pertaining to the
Secured Debts. |
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C.
Insurance Benefits. You may make a claim for any and all
insurance benefits or refunds that may be available on my default. |
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D.
Payments Made On My Behalf. Amounts advanced on my behalf will
be immediately due and may be added to the Secured Debts. |
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E.
Assembly of Property. You may require me to gather the Property
and make it available to you in a reasonable fashion. |
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F.
Repossession. You may repossess the Property so long as the
repossession does not involve a breach of the peace. You may sell the
Property as provided by law. You may apply what you receive from the
sale of the Property to your expenses, your reasonable attorneys’ fees
and legal expenses (where not prohibited by law), and any debt I owe
you. If what you receive from the sale of the Property does not
satisfy the debt, I will be liable for the deficiency (where
permitted by law). In some cases, you may keep the Property to satisfy
the debt. |
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Where
a notice is required, I agree that ten days prior written notice sent by first class mail
to my address listed in this Agreement will be reasonable notice to me under the Virginia
Uniform Commercial Code. If the Property is perishable or threatens to decline speedily
in value, you may, without notice to me, dispose of any or all of the Property in a
commercially reasonable manner at my expense following any commercially reasonable
preparation or processing. |
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If
any items not otherwise subject to this Agreement are contained in the Property when you
take possession, you may hold these items for me at my risk and you will not be liable
for taking possession of them. |
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G.
Use and Operation. You may enter upon my premises and take
possession of all or any part of my property for the purpose of
preserving the Property or its value, so long as you do not breach
the peace. You may use and operate my property for the length of time
you feel is necessary to protect your interest, all without payment
or compensation to me. |
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H.
Waiver. By choosing any one or more of these remedies you do
not give up your right to use any other remedy. You do not waive a
default if you choose not to use a remedy. By electing not to use any
remedy, you do not waive your right to later consider the event a
default and to use any remedies if the default continues or occurs
again. |
12. WAIVER
OF CLAIMS. I waive all claims for loss or damage caused by your acts
or omissions where you acted reasonably and in good faith.
13.
PERFECTION OF SECURITY INTEREST. I authorize you to file a
financing statement covering the Property. I will comply with,
facilitate, and otherwise assist you in connection with obtaining
perfection or control over the Property for purposes of perfecting
your security interest under the Uniform Commercial Code.
14.
APPLICABLE LAW. This Agreement is governed by the laws of
Virginia, the United States of America and to the extent required, by
the laws of the jurisdiction where the Property is located. In the
event of a dispute, the exclusive forum, venue and place of
jurisdiction will be in Virginia, unless otherwise required by law.
15. JOINT
AND INDIVIDUAL LIABILITY AND SUCCESSORS. Each Debtor’s
obligations under this Agreement are independent of the obligations
of any other Debtor. You may xxx each Debtor individually or together
with any other Debtor. You may release any part of the Property and I
will still be obligated under this Agreement for the remaining
Property. The duties and benefits of this Agreement will bind and
benefit the successors and assigns of you and me.
16.
AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not
be amended or modified by oral agreement. No amendment or
modification of this Agreement is effective unless made in writing
and executed by you and me. This Agreement is the complete and final
expression of the understanding between you and me. If any provision
of this Agreement is unenforceable, then the unenforceable provision
will be severed and the remaining provisions will still be
enforceable.
17.
INTERPRETATION. Whenever used, the singular includes the plural
and the plural includes the singular. The section headings are for
convenience only and are not to be used to interpret or define the
terms of this Agreement.
18. NOTICE,
FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise
required by law, any notice will be given by delivering it or mailing
it by first class mail to the appropriate party’s address listed
in the DATE AND PARTIES section, or to any other address designated
in writing. Notice to one party will be deemed to be notice to all
parties. I will inform you in writing of any change in my name,
address or other application information. I will provide you any
financial statement or information you request. All financial
statements and information I give you will be correct and complete. I
agree to sign, deliver, and file any additional documents or
certifications that you may consider necessary to perfect, continue,
and preserve my obligations under this Agreement and to confirm your
lien status on any Property. Time is of the essence.
SIGNATURES. By
signing under seal, I agree to the terms contained in this Agreement. I also
acknowledge receipt of a copy of this Agreement.
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WidePoint Corporation |
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By_________________________________ (Seal) |
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Xxxxx X. XxXxxxxx, Vice President |
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Widepoint IL, Inc. |
|
By_________________________________ (Seal) |
|
Xxxxx X. XxXxxxxx, Vice President |
|
WP NBIL, Inc. |
|
By_________________________________ (Seal) |
|
Xxxxx X. XxXxxxxx, Vice President |
|
Chesapeake Government Technologies, Inc. |
|
By_________________________________ (Seal) |
|
Xxxxx X. XxXxxxxx, Vice President |
|
Operational Research Consultants, Inc. |
|
By_________________________________ (Seal) |
|
Xxxxx X. XxXxxxxx, Vice President |
|
iSYS, LLC |
|
By_________________________________ (Seal) |
|
Xxxxx X. XxXxxxxx, Vice President |
