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, No. CL522040275-1, dated January 2, 2008, from me to you, in the
amount of $5,000,000.00. |
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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:
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A.
Inventory. All inventory which I hold for ultimate sale or lease,
or which has been or will be supplied under contracts of service, or
which are raw materials, work in process, or materials used or
consumed in my business. |
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B.
Accounts and Other Rights to Payment. All rights I have now or in the
future to payments including, but not limited to, payment for property or
services sold, leased, rented, licensed, or assigned, whether or not I have
earned such payment by performance. This includes any rights and interests
(including all liens and security interests) which I may have by law or
agreement against any Account Debtor or obligor of mine. |
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C.
General Intangibles. All general intangibles including, but not limited
to, tax refunds, applications for patents, patents, copyrights, trademarks,
trade secrets, good will, trade names, customer lists, permits and franchises,
payment intangibles, computer programs and all supporting information provided
in connection with a transaction relating to computer programs, and the right
to use my name. |
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D.
Equipment. All equipment including, but not limited to, all machinery,
vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
equipment, shop equipment, office and recordkeeping equipment, and parts and
tools. All equipment described in a list or schedule which I give to you will
also be included in the Property, but such a list is not necessary for a valid
security interest in my equipment. |
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. I represent that I own all of the Property. 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. |
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.
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. 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 or Bankruptcy. 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; or I petition for protection
under federal, state or local bankruptcy, insolvency or debtor relief laws, or
am the subject of a petition or action under such laws and fail to have the
petition or action dismissed within a reasonable period of time not to exceed
60 days. |
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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. |
10.
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. |
11. 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.
12.
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.
13.
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.
14. 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.
15.
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.
16.
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.
17. 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.
|
WidePoint Corporation |
|
By_________________________________ (Seal) |
|
Xxxxx X. XxXxxxxx, Vice President |
|
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 |
