EXHIBIT 10.2
SUBORDINATION AGREEMENT
January 4, 1996
Safeguard Scientifics (Delaware), Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Gentlemen:
As you know, Knowledge Solutions, Inc. (the "Debtor") has
obtained or will obtain a loan from Competitive Technologies, Inc.
("CTI") in the amount of $50,000, to be evidenced by a subordinated
secured convertible note.
To induce Safeguard Scientifics (Delaware), Inc. ("Safeguard")
to make a $50,000 loan to the Debtor, to be evidenced by a secured
convertible note, the CTI agrees with Safeguard as follows:
1. Any indebtedness now existing or hereinafter contracted
and owing by the Debtor to Safeguard, notice of the creation,
existence, extension and renewal of such indebtedness being hereby
waived by CTI, shall have priority over the aforesaid debt of the
Debtor to CTI. The indebtedness owed to Safeguard by the Debtor
shall be paid prior to any payment of the principal indebtedness
now existing or hereafter due by the Debtor to CTI.
2. CTI shall not ask, demand, xxx for, take or receive any
payment from the Debtor of all or any part of the aforesaid
principal indebtedness so owing by the Debtor to CTI, nor take or
receive any loan, advances or gifts from the Debtor, unless and
until any and all indebtedness of the Debtor to Safeguard, whether
now existing or hereinafter arising, shall have been paid in full,
including accrued interest.
3. As may be from time to time directed by Safeguard, CTI
shall instruct the Debtor to make such entry or notion on the books
and records of the Debtor which shall refer to the existence of
this agreement and the provisions hereof.
4. CTI further agrees that upon any transfer, distribution
or sale of the assets of the Debtor or in the event of an
adjustment or refinancing of the indebtedness of the Debtor,
whether by reason of liquidation, dissolution, bankruptcy or
reorganization, receivership, or any other action or proceeding or
the application of assets of the Debtor to the payment or
liquidation of any of its indebtedness to CTI, Safeguard shall be
entitled to receive payment in full of any and all indebtedness
then owing to Safeguard by the Debtor prior to the payment of all
or any part of the indebtedness owing by the Debtor to CTI.
5. Safeguard is hereby irrevocably authorized and empowered
in its discretion to make and present, for and on behalf of CTI,
such proofs or claims against the Debtor or in any bankruptcy,
insolvency or receivership proceeding on account of the
indebtedness hereby subordinated as Safeguard may deem expedient or
proper. In addition, Safeguard is empowered to vote such proofs or
claims in any such proceeding and to receive and collect any and
all dividends or any payments or disbursements made thereon in
whatever form the same may be paid or issued and to apply same on
account of any indebtedness owed to Safeguard by Debtor, provided
that, after Safeguard has received amounts in respect of all proofs
and claims of Safeguard and CTI equal to all of Debtor's
indebtedness to Safeguard, Safeguard shall remit all such further
amounts to CTI.
6. Upon any breach of this agreement by CTI or the Debtor,
all indebtedness then owing by the Debtor to Safeguard shall at
Safeguard's option, become due and payable. Any funds or property
of any kind received by CTI in violation of this agreement shall be
held by CTI in trust for Safeguard and shall be paid or delivered
over to Safeguard upon demand.
7. CTI further agrees to execute and deliver to Safeguard
such assignments or other instruments as may be required in order
to enable Safeguard to enforce or to carry out any and all terms of
this agreement and to collect any and all dividends or other
disbursements which may be made at any time on account of any
indebtedness by the Debtor to CTI.
8. This Agreement shall be binding upon all parties hereto
and their respective heirs, assigns, successors, executors and
administrators.
COMPETITIVE TECHNOLOGIES, INC.
By: s/ Xxxxx X. XxXxxx, Xx.
Vice President
Accepted and agreed:
SAFEGUARD SCIENTIFICS (DELAWARE), INC.
By:
The Debtor having received a true copy of this Subordination
Agreement herein acknowledges its understanding of and agreement to
the terms of this Subordination Agreement.
KNOWLEDGE SOLUTIONS, INC.
By: s/ Xxxxxx X. Xxxxxxx
