LOAN AND SECURITY AGREEMENT between AVATECH SOLUTIONS, INC., A Delaware Corporation and AVATECH SOLUTIONS SUBSIDIARY, INC., A Delaware Corporation Collectively, “Borrowers” and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, “Lender” $5,000,000.00...Loan and Security Agreement • February 10th, 2006 • Avatech Solutions Inc • Services-prepackaged software • Maryland
The initial APPLICABLE MARGINS shall be based on Tier Level 1. Beginning with the CALCULATION DATE immediately following the fiscal quarter of the BORROWER ending on December 31, 2005 and quarterly thereafter, the APPLICABLE MARGINS shall be determined and adjusted by the then current AVATECH CAPITAL LEVEL and CAPITAL LEVERAGE RATIO as determined in accordance with the quarterly COMPLIANCE CERTIFICATES to be provided by the BORROWER in accordance with Section 5.12.7 of this AGREEMENT. The lowest tier at which the BORROWER must satisfy both the CAPITAL level and the CAPITAL LEVERAGE RATIO for such tier shall be applicable. If the BORROWER fails to timely provide a COMPLIANCE CERTIFICATE for any fiscal quarter of the BORROWER as required by and within the time limitations set forth in Section 5.12.7, the APPLICABLE MARGIN from the applicable date of such failure shall be based on Tier Level 1 until five (5) BUSINESS DAYS after a COMPLIANCE CERTIFICATE has been provided, whereupon the Tie
AUTODESK AUTHORIZED VALUE ADDED RESELLER AGREEMENT (NORTH AMERICA)Authorized Value Added Reseller Agreement • February 10th, 2006 • Avatech Solutions Inc • Services-prepackaged software • California
This Autodesk Authorized Value Added Reseller Agreement (“Agreement” or “VAR Agreement”), effective on February 1, 2006 (“Effective Date”) is made between Autodesk, Inc., a Delaware corporation with its principal place of business at 111 McInnis Parkway, San Rafael, California 94903 (“Autodesk”), and Value Added Reseller (“VAR”) as set forth below:
ContractWarrant Agreement • February 10th, 2006 • Avatech Solutions Inc • Services-prepackaged software
THIS WARRANT, AND THE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE (“SHARES”) ISSUABLE BY AVATECH SOLUTIONS, INC. UPON EXERCISE HEREOF, ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, AS SUCH, CANNOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, OR HYPOTHECATED, WITH OR WITHOUT CONSIDERATION, FOR A PERIOD OF ONE YEAR FROM THE DATE OF ISSUANCE THEREOF (OR, IN THE CASE OF SHARES ISSUABLE UPON EXERCISE HEREOF, ONE YEAR FROM THE DATE OF EXERCISE), AND THEN ONLY IN COMPLIANCE WITH RULE 144, UNLESS (1) AN EFFECTIVE REGISTRATION STATEMENT IS IN EFFECT WITH RESPECT TO THE RESALE THEREOF, OR (2) AVATECH SOLUTIONS, INC. HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO AVATECH SOLUTIONS, INC. TO THE EFFECT THAT SUCH SHARES MAY BE SOLD OR TRANSFERRED WITHOUT REGISTRATION AND IN COMPLIANCE WITH FEDERAL AND APPLICABLE STATE SECURITIES LAWS.
GUARANTY AGREEMENTGuaranty Agreement • February 10th, 2006 • Avatech Solutions Inc • Services-prepackaged software • Maryland
THIS GUARANTY AGREEMENT (“GUARANTY”) is given as of January 27 2006, by W. JAMES HINDMAN (“GUARANTOR”), for the benefit of MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (“LENDER”), with respect to the obligations of AVATECH SOLUTIONS, INC., a Delaware corporation and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation (collectively, “BORROWERS”).
