For value received, the Debtor promises to pay in legal currency of the United States of America to the order of the Creditor the principal sum of two hundred thirty five dollars ($235,000.00) (the “Principal Amount”), or so much thereof as may be outstanding from time to time, plus any interest and/or penalties that have accrued on that amount pursuant to either the terms and conditions this Note or the SPA.
The undersigned and all other parties to this Note, whether as endorsers, guarantors or sureties, agree to remain fully bound until this note shall be fully paid and waive demand, presentment and protest and all notices hereto and further agree to remain bound notwithstanding any extension, modification, waiver, or other indulgence or discharge or release of any obligor hereunder or exchange, substitution, or release of any collateral granted as security for this note.. The rights of any holder hereof shall be cumulative and not necessarily successive. This note shall take effect as a sealed instrument and shall be construed, governed and enforced in accordance with the laws of the State of Florida.
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated 4th day of June 2009, is made by Abacus Global Investments, Corp. (318 Holiday Dr., Hallandale Beach, FL 33009) (“Buyer”) and Belmont Partners, LLC (360 Main St. Washington, VA 22747) (“Sellers”) among the parties whose names and addresses are set forth on Exhibit A attached hereto (each, an “Escrowing Party” and collectively, the “Escrowing Parties”) and Escrow, LLC (20 Rock Pointe, Suite 204. Warrenton, VA 20186) (the “Escrow Agent”).
WITNESSETH:
WHEREAS the Escrowing Parties have entered into a Share Purchase Agreement dated the May ___, 2009 (the “SPA”), pursuant to which Buyer has agreed to purchase from Sellers and Sellers have agreed to sell to Buyers 93,750,000 shares of Common Stock, (the “Shares”) of Contracted Services, Inc., a Florida corporation (the “Company” or “CSEV”) for an aggregate purchase price to be paid to the Sellers consisting of (i) two hundred sixty two thousand five hundr ed U.S. dollars ($262,500.00), payable in nine (9) payments in accordance with Section 3 of the SPA (“Payments”), together with two hundred U.S. dollars representing Buyer’s half of the Escrow Fees and (ii) one and one half percent (1.5%) of the issued and outstanding common stock of the Company according to the terms and conditions set forth in Section 3(e) of the SPA (the “Position”) (collectively the “Purchase Price”); and
WHEREAS, the Buyers have agreed to place in escrow with the Escrow Agent cash in the amount of the first payment of the Purchase Price in the amount of Twenty Seven Thousand Five Hundred Dollars ($27,500) under the SPA (the “Escrowed Funds”) and a Proxy as defined in Section 4 of the SPA (the “Proxy”) and the Sellers as set forth on Exhibit A have agreed to place in escrow with Escrow Agent certain certificates (the “Escrowed Certificates”) representing the Shares which Escrowed Certificate(s) shall be fully endorse d in favor of Buyer, with medallion guarantees or (ii) delivered together with an assignment separate from certificate (“Stock Power(s)”) fully executed by the Seller in favor of the Buyer with medallion guarantees; and
WHEREAS, Escrow Agent shall, pursuant to the terms of this Agreement, hold the Escrowed Funds, the Proxy, and the Escrowed Certificates in Escrow for the benefit of the respective Escrowing Parties.
NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby agree as follows:
1. Appointment of Escrow Agent. The Escrowing Parties hereby appoint Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein and the Escrow Agent hereby accepts such appointment.
2. Covenants of the Parties.
(a) The Sellers hereby jointly and severally agree as follows:
(i) that the SPA shall be considered closed for all purposes effective as of May ____, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Buyers, except for the full payment of the Purchase Price to the Sellers and the release and delivery to the Buyer of the fully executed Shares (together with stock powers, if applicable) in favor of Buyers as contemplated by this Agreement; and
(ii) to deposit with the Escrow Agent a fully executed copy of the SPA; and
(iii) to deposit with the Escrow Agent certificates representing in the aggregate 93,750,000 Shares of the Company’s common stock owned by the Sellers, fully executed and endorsed in favor of Buyer (or together with Stock Powers fully executed by the Sellers in favor of Buyer) with medallion guarantees; and
(iv) that the Escrow Agent is hereby authorized and directed to immediately release and deliver to the Buyer the Escrowed Certificates and any Stock Powers upon the Escrow Agent’s receipt of the Escrowed Funds.
(b) Buyer hereby agrees as follows:
(i) that the SPA shall be considered closed for all purposes effective as of May _____, 2009, and all obligations and conditions under the SPA shall be fulfilled and satisfied by the Seller except for the release and delivery 10 the Buyers of the fully executed Escrowed Certificates representing 93,750,000 Shares (together with stock powers, if applicable) in favor of Buyer and the payment of the Escrowed Funds to the Seller as contemplated by this Agreement; and
(ii) to deposit with the Escrow Agent a fully executed copy of the SPA; and
(iii) that at me Closing date, if shall deposit into the Escrow the Twenty Seven Thousand Five Hundred Dollars ($27,500) as the Escrowed Funds hereunder; and
(iv) that at the Closing date, it shall deliver to the Escrow Agent the fully executed Proxy; and
(v) that the Escrow Agent is hereby authorized and directed to release to the Seller the Escrowed Funds in exchange for the immediate release and delivery to the Buyer of the Escrowed Certificates together with any Stock Powers representing an aggregate of 93,750,000 Shares.
3. Duties and Liability of Escrow Agent. The duties and liabilities of the Escrow Agent are as follows:
(a) The Escrow Agent shall hold in escrow for the benefit of the respective parties as set forth herein (i) the Escrowed Certificates together with the Stock Powers executed by the Seller, (ii) the SPA executed by each respective party hereto, (iii) the Escrowed Funds paid by the Buyer for the Escrowed Certificates;
(b) Upon receipt of (i) the Escrowed Certificates fully endorsed in favor of Buyer (or with Stock Powers fully executed in favor of Buyer) and (ii) Escrowed Funds in the amount of Twenty Seven Thousand Five Hundred Dollars ($27,500) and the Proxy, the Escrow Agent shall deliver to the Buyer the Escrowed Certificates fully endorsed in favor of Buyer (or with Stock Powers fully executed in favor of Buyer) and to the Seller the Escrowed Funds.
4. A. Delivery of the Escrowed Funds. Each Escrowing Party is simultaneously with its execution of this Agreement delivering its Escrowed Funds as set forth in Exhibit A to the Escrow Agent by cashier’s check or wire transfer to the following account of the Escrow Agent:
Domestic:
| |
| Virginia Commerce Bank |
| Leesburg, VA |
| ABA#056005253 |
| Account Name: Escrow, LLC |
| Account #: 01194186 |
B. Delivery of the Proxy to the Escrow Agent at the address appearing below:
| |
| Escrow, LLC |
| 20 Rock Pointe, Suite 204 |
| Warrenton, VA 20186 |
| c/o Johnnie L. Zarecor |
C. Delivery of the Escrowed Certificate. The Seller shall deliver the Escrowed Certificates fully endorsed in favor of the Buyers:
| |
| Escrow, LLC |
| 20 Rock Pointe, Suite 204 |
| Warrenton, VA 20186 |
5. Exculpation and Indemnification of Escrow Agent
5.1 The Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Escrow Agreement referenced below, and except for written instructions given to the Escrow Agent by the Escrowing Parties relating to the Escrowed, funds, the Escrow Agent shall not be obligated to recognize any agreement between or among any of the Escrowing Parties, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.
5.2 The Escrow Agent shall not be liable to any party hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by written deli vered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.
5.3 The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Escrow Agreement. The Escrow Agent shall have no responsibility with respect to the use of application of the Escrowed funds pursuant to the provisions here of.
5.4 The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.
5.5 To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of the Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such taxes. The Escrow Agent may withhold from any payment of the Escrowed Funds such amount as the Escrow Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall he indemnified and held harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided in Section 5.6
5.6 The Escrow Agent will be indemnified and held harmless by each Escrowing Party from and against all expenses, including all counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceedings involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Escrow Agreement, the services of the Escrow Agent hereunder, except for claims relating to gross negligence by Escrow Agent or breach of this Escrow Agreement, by the Escrow Agent, or the monies or other property held by it hereunder. Promptly after the receipt of the Escrow Agent of notice of any demand or claim or the commencement of an y action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against an Escrowing Party, notify each of them thereof in writing, but the failure by the Escrow Agent to give such notice shall not relieve from any liability which an Escrowing Party may have to the Escrow Agent hereunder, notwithstanding any obligation to make payments of monies as it shall, from time to time, in its sole discretion, seem sufficient to indemnify itself for any such loss or expense and for any amounts due it under Section 5.
5.7 For the purpose hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Escrow Agent, and all costs and expenses, including, but not limited to, counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.
6. Termination of Agreement and Resignation of Escrow Agent
6.1 This Escrow Agreement shall terminate on the final disbursement of the Escrowed Funds to the Seller and the delivery of the Escrowed Certificates to the Buyer, provided that the rights of the Escrow Agent and the obligations of the other Escrowing Parties hereto under Section 3 shall survive the termination hereof.
6.2 The Escrow Agent may resign at any time and be discharged from it duties as Escrow Agent hereunder by giving the Escrowing Parties at least five (5) business days written notice thereof (the “Notice Period”). As soon as practicable after its resignation, the Escrow Agent shall, if it receives notice from each Escrowing Party, within the Notice Period, turn over to a successor escrow agent appointed by the Escrowing Parties, all Escrowed Funds (less such amount as the Escrow Agent entitled to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the Escrowing Parties (less such amount as the Escrow Agent entitled to retain pursuant to Section 7).
7. Form of Payments by Escrow Agent
7.1 Any payments by the Escrow Agent to an Escrowing Party pursuant to the terms of this Escrow Agreement shall be made by check or wire transfer, at its discretion.
7.2 All amounts referred to herein are expressed in United States Dollars and all payments by the Escrow Agent shall be made in such dollars.
8. Compensation. Escrow Agent shall be entitled to the following compensation from the Escrowing Parties:
8.1 Documentation Fee: The Escrowing Parties shall pay a documentation fee to the Escrow Agent of $400.00, to be divided between Seller and Buyer receipt of which is hereby acknowledged by Escrow Agent.
8.2 Interest The Escrowing Parties hereby agree that Escrow Agent shall retain 100% of the interest (if any) earned during the time the Escrowed Funds are held in escrow hereunder.
9. Notices. All notices, requests, demands, and other communications provided herein shall be in writing, shall be delivered by hand or by first-class mail, shall be deemed given when received and shall be addressed to parties hereto at their respective addresses listed in Exhibit A.
10. Further Assurances From time to time on and after the date hereof, the Escrowing Parties shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Escrow Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.
11. Consent to Service of Process Each Escrowing Party hereby irrevocably consents to the jurisdiction of the courts of the State of Virginia and of any federal court located in such state in connection with any action, suit or proceedings arising out of or relating to this Escrow Agreement or any action taken or omitted hereunder, and waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to them at the addresses listed on Exhibit A.
12. Miscellaneous
12.1. This Escrow Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as used in this Escrow Agreement, refer to the Escrow Agreement in its entity and not only to the particular portion of this Escrow Agreement where the term is used. The word “person” shall mean any natural person, partnership, corporation, government and any other form of business of legal entity. All words or terms used in this Escrow Agreement, regardless of the number or gender in which they were used, shall be deemed to include an y other number and any other gender as the context may require. This Escrow Agreement shall not be admissible in evidence to construe the provisions of any prior agreement.
12.2 This Escrow Agreement and the rights and obligations hereunder of an Escrowing Party may not be assigned by such party. This Escrow Agreement and the rights and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent. This Escrow Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and. permitted assigns. No other person shall acquire or have any rights under or by virtue of this Escrow Agreement. This Escrow Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Escrow Agent and all Escrowing Parties. This Escrow Agreement is intended to be for the sole benefit of the parties hereto, and their respective successors, heirs and assigns, and none of the provisions of this Escrow Agreement are intended to be, no shall they be construed to be, for the benefit of any third person.
12.3 This Escrow Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Virginia. The representations and warranties contained in this Escrow Agreement shall survive the execution and delivery hereof and any investigations made by any party. The headings in this Escrow Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms thereof.
13. Execution of Counterparts This Escrow Agreement may be executed in a number of counterparts, by facsimile, each of which shall be deemed to be an original as against any part of those whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Escrow Agreement shall become binding when one or more of the counterparts hereof, individually or taken together, are signed by all the parties.
[The remainder of this page is blank. The executions are on the following page.]
IN WITNESS WHEREOF, (the parties have executed and delivered this Escrow Agreement on the day and year first above written.
| | | | |
| Escrow Agent: ESCROW, LLC |
| By: | | | |
| | Johnnie L. Zarecor | | Date |
| | | | |
| Buyer: Abacus Global Investments, Corp. | | |
| By: | /s/ Marius Silvasan | | 4 June 09 |
| | Marius Silvasan | | Date |
| | | | |
| Seller : Belmont Partners, LLC |
| By: | /s/ Joseph Meuse | | 6/4/09 |
| | Joseph Meuse, Managing Partner, | | Date |
| | Belmont Partners, LLC | | |
The address of Escrow Agent and the address and signatures of each of the Escrowing Parties are set forth on Exhibit A and incorporated by reference herein.
Exhibit A Parties to the Escrow
Escrow Agent: Escrow, LLC
Contact: Johnnie L. Zarecor
20 Rock Pointe, Suite 204
Warrenton, VA 20186
Telephone: (540) 347-2212
Fax: (540) 347-2291
Email: jzarecor@escrowlle.net
Seller: Belmont Partners, LLC
Printed Name: Joseph Meuse
Title: Managing Partner
Address: 360 Main St.
Washington, VA 22747
Telephone: 540-675-3149
Fax: 540-675-3369
Shares of Contracted Services, Inc. (CSEV) in the amount of 93,750,000 shares Fees to Be Paid to Escrow Agent; $ 200.00
Buyer: Abacus Global Investments, Corp.
Name: Marius Silvasan
Title: CEO
Address: 318 Holiday Dr.
Hallandale Beach, FL 33009
Telephone: 305-321-9991
Fax: 954-457-3619
Fees To Be Paid To Escrow Agent: $200.00
Amount of Deposit: $ 27,500.00 ($27,700.00)
Document: Agreement to Prevent Resale and Dilution and Irrevocable Proxy Couple With An Interest.
SECURITY INTEREST
This SECURITY AGREEMENT dated as of June 2, 2009 (as the same may from time to time be amended, supplemented or otherwise modified, this “Security Agreement”) is made by and between Contracted Services, Inc., a Florida corporation (the “Debtor”) and Belmont Partners, LLC a Virginia limited liability company (the “Secured Party”).
WITNESSETH:
WHEREAS, the Debtor and the Secured Party are parties to the certain Common Stock Purchase Agreement dated June 2, 2009 and the Secured Promissory Note dated June 2, 2009 to which this Security Agreement is appended and which provide for, among other things, the issuance to the Secured Party of a non-negotiable secured promissory note (the “Note”) in the aggregate principal amount of 235,000.00 (subject to adjustment as provided by the Common Stock Purchase Agreement); and
WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Common Stock Purchase Agreement and the Secured Promissory Note that the Debtor execute and deliver this Security Agreement to the Secured Party.
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE I
| a) | “Account Debtor” shall mean the Person who is obligated on a Receivable. |
| b) | “Accounts” shall mean “accounts” as such term is defined in Section 9-102(2) of the UCC. |
| c) | “Chattel Paper” shall mean “chattel paper” as such term is defined in Section 9-102(11) of the UCC. |
| d) | “Collateral” shall have the meaning assigned to it in Article II hereof. |
| e) | “Collateral Records” shall mean books, records, computer software, computer printouts, customer lists, blueprints, technical specifications, manuals, and similar items which relate to any Collateral other than such items obtained under license or franchise security agreements which prohibit assignment or disclosure of such items. |
| f) | “Contracts” shall mean all contracts, undertakings, franchise agreements or other agreements in or under which the Debtor now holds or hereafter acquires any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof. |
| g) | “Documents” shall mean “documents” as such term is defined in Section 9-102(30) of the UCC. |
| h) | “Equipment” shall mean “equipment” as such term is defined in Section 9-102(33) of the UCC, including, without limitation, machinery, manufacturing equipment, data processing equipment, computers, office equipment, furniture, appliances, and tools. |
| i) | “Event of Default” shall have the meaning assigned to it in the Note. |
| j) | “Fixtures” shall mean “fixtures” as such term is defined in Section 9-102(41) of the UCC. |
| k) | “General Intangibles” shall mean “general intangibles” as such term is defined in Section 9-102(42) of the UCC, including, without limitation, rights to the payment of money (other than Receivables), trademarks, copyrights, patents, and contracts, licenses and franchises (except in the case of licenses and franchises in respect of which the Debtor is the licensee or franchisee if the agreement in respect of such license or franchise prohibits by its terms any assignment or grant of a security interest), limited and general partnership interests and joint venture interests, federal income tax refunds, trade names, distributions on certificated securities (as defined in § 8-102(a)(4) of the UCC) and uncer tificated securities (as defined in § 8-102(a)(18) of the UCC), computer programs and other computer software, inventions, designs, trade secrets, goodwill, proprietary rights, customer lists, supplier contracts, sale orders, correspondence, advertising materials, payments due in connection with any requisition, confiscation, condemnation, seizure or forfeiture of any property, reversionary interests in pension and profit-sharing plans and reversionary, beneficial and residual interests in trusts, credits with and other claims against any Person, together with any collateral for any of the foregoing and the rights under any security agreement granting a security interest in such collateral. |
| l) | “Instruments” shall mean “instruments” as such term is defined in Section 9-102(47) of the UCC. |
| m) | “Inventory” shall mean “inventory” as such term is defined in § 9-102(48) of the UCC, including without limitation, all goods (whether such goods are in the possession of the Debtor or of a bailee or other Person for sale, lease, storage, transit, processing, use or otherwise and whether consisting of whole goods, spare parts, components, supplies, materials or consigned or returned or repossessed goods), including without limitation, all such goods which are held for sale or lease or are to be furnished (or which have been furnished) under any contract of service or which are raw materials or work in progress or materials used or consumed in the Debtor’s business. |
| n) | “Investment Property” shall mean “investment property” as such term is defined in Section 9-102(49) of the UCC. |
| o) | “Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement of any kind or nature whatsoever, including, without limitation, the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction, domestic or foreign. |
| p) | “Permitted Liens” shall mean any of the following: (1) Liens for taxes, fees, assessments or other governmental charges which are not yet due and payable or which are being contested in good faith with a reserve or other appropriate provision having been made therefor; (2) statutory liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar liens imposed by law which are incurred in the ordinary course of business; (3) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securit y; (4) easements, reservations, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Debtor; (5) Liens in favor of the Secured Party and the Senior Secured Party (as hereinafter defined); (6) Liens existing on the date hereof and set forth on Schedule A hereto; (7) Liens (i) upon or in any Equipment acquired or held by the Debtor to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition of such Equipment or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the Equipment so acquired, improvements thereon and the Proceeds of such Equipment; (8) Liens arising from judgments, decrees or attachments; and (9) other Liens not described above securing outstanding aggregate indebtedness of less than fifty thousand U.S. dollars ($50,000.00). |
| q) | “Person” shall mean and include any individual, partnership, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or agency, department or instrumentality thereof. |
| r) | “Proceeds” shall mean “proceeds” as such term is defined in Section 9-102(64) of the UCC. |
| s) | “Receivable” shall mean all rights to payment for goods sold or leased or services rendered, whether or not earned by performance and all rights in respect of the Account Debtor, including, without limitation, all such rights in which the Debtor has any right, title or interest by reason of the purchase thereof by the Debtor, and including, without limitation, all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible, note, contract, invoice, purchase order, draft, acceptance, book debt, inter-company account, security agreement, or other evidence of indebtedness or security, together with: (1) any collateral assigned, hypothecated or held to secure any of the foregoing and the r ights under any security agreement granting a security interest in such collateral; (2) all goods, the sale of which gave rise to any of the foregoing, including, without limitation, all rights in any returned or repossessed goods and unpaid seller’s rights; (3) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; and (4) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith. |
| t) | “Receivables Records” shall mean: (1) all original copies of all documents, instruments or other writings evidencing the Receivables; (2) all books, correspondence, credit or other files, records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of the Debtor or any computer bureau or agent from time to time acting for the Debtor or otherwise; (3) all evidences of the filing of financing statements and the registration of other instruments in connection therewith and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including without limitation lien search reports, from filing or other registration officers; (4) all credit information, reports and memoranda relating thereto, and (5) all other written or non-written forms of information related in any way to the foregoing or any Receivable. |
| u) | “Secured Obligations” shall mean the indebtedness and obligations of the Debtor evidenced by the Note, including all principal and interest, together with all other indebtedness and costs and expenses for which the Debtor is responsible under this Agreement or the Note. |
| v) | “UCC” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Nevada; provided, however, in the event that any or all of the attachment, perfection or priority of the Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the state of incorporation of the Debtor, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions. |
ARTICLE II
| 2. | Collateral. As security for the prompt and complete payment and performance in full of all the Secured Obligations, the Debtor hereby assigns, conveys, mortgages, and pledges, hypothecates and transfers to the Secured Party and hereby grants to the Secured Party a security interest in and continuing lien on all of the Debtor’s right, title and interest in, to and under the following assets of Debtor’s subsidiary known as Green Planet Bioengineering Co., Ltd., whether now owned or existing or hereafter acquired or arising, and wherever located (all of which being hereinafter collectively called the “Collateral”). The foregoing Collateral pledged as security hereunder shall be limited in value to two (2) times the outstanding amount of the Secured Obligations at the time this Agreement is signed: |
| c) | all Collateral Records; |
| h) | all General Intangibles; |
| k) | all Investment Property; |
| m) | all Receivables Records; |
| n) | all other tangible and intangible personal property; and |
| o) | all accessions, attachments and additions to any or all of the foregoing, all substitutions and replacements for any or all of the foregoing and all Proceeds or products of any or all of the foregoing. |
ARTICLE III
| 3. | Rights of the Secured Party; Collection of Accounts. |
| a) | Notwithstanding anything contained in this Security Agreement to the contrary, the Debtor expressly agrees that it shall remain liable under each of its Contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder and that it shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such Contract or license. The Secured Party shall not have any obligation or liability under any Contract or license by reason of or arising out of this Security Agreement or the granting to the Secured Party of a lien therein or the receipt by the Secured Party of any payment relating to any contract or license pursuant hereto, nor shall the Secured Party be required or obligated in any manner to perform or fulfill any of the obligations of the Debtor under or pursuant to any Contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or license, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. |
| b) | The Secured Party authorizes the Debtor or its attorney(s) or agent(s), upon the occurrence and continuance of an Event of Default, to collect its Accounts, provided that such collection is performed in a prudent and businesslike manner, and the Secured Party may, upon the occurrence and during the continuation of any Event of Default and without notice, limit or terminate said authority at any time. Upon the occurrence and during the continuance of any Event of Default, at the request of the Secured Party, the Debtor shall deliver to the Secured Party all original and other documents evidencing and relating to the performance of labor or service which created such Accounts, including, without limitation, all original orders, invoices and shipping receipts. |
| c) | The Secured Party may at any time, upon the occurrence and during the continuance of any Event of Default, after notifying the Debtor of its intention to do so, notify Account Debtors of the Debtor, parties to the Contracts of the Debtor, obligors in respect of Instruments of the Debtor and obligors in respect of Chattel Paper of the Debtor that the Accounts and the right, title and interest of the Debtor in and under such Contracts, Instruments and Chattel Paper have been assigned to the Secured Party and that payments shall be made directly to the Secured Party. Upon the request of the Secured Party, the Debtor shall so notify such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and obligors in respect of such Chattel Paper. Upon the occurrence and during the continuance of any Event of Default, the Secured Party may, in its name or in the name of others, communicate with such Account Debtors, parties to such Contracts, obligors in respect of such Instruments and obligors in respect of such Chattel Paper to verify with such parties, to the Secured Party’s satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper. |
ARTICLE IV
| 4. | Representations and Warranties. |
| a) | The Debtor has delivered to the Secured Party a certificate signed by the Debtor and entitled “Perfection Certificate” (the “Perfection Certificate”) attached as Annex A. The Debtor represents and warrants to the Secured Party as follows: (i) the Debtor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof, (ii) the Debtor is an organization of the type, and is organized in the jurisdiction set forth in the Perfection Certificate, (iii) the Perfection Certificate accurately sets forth the Debtor’s organizational identification number or accurately states that the Debtor has none, (iv) the Perfection Certificate accurately sets forth the Debtor’s place of business or, if more than one, its chief executive office, as well as the Debtor’s mailing address, if dif ferent, (v) all other information set forth on the Perfection Certificate pertaining to the Debtor is accurate and complete, and (vi) that there has been no change in any information provided in the Perfection Certificate since the date on which it was executed by the Debtor. |
ARTICLE V
| 5. | Covenants. The Debtor covenants and agrees with the Secured Party that from and after the date of this Security Agreement: |
| a) | Further Assurances. The Debtor will from time to time at the expense of the Debtor, promptly execute, deliver, file and record all further instruments, endorsements and other documents, and take such further action as the Secured Party may deem reasonably desirable in obtaining the full benefits of this Security Agreement and of the rights, remedies and powers herein granted, including, without limitation, the following: |
| i) | The filing of any financing statements, in a form reasonably acceptable to the Secured Party under the UCC or applicable law, rule or regulation in effect in any jurisdiction with respect to the Liens and security interests granted hereby. The Debtor also hereby authorizes the Secured Party to file any such financing statements, including without limitation continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Secured Party may determine, in its reasonable discretion are necessary or advisable to perfect the security interests granted to the Secured Party in connection herewith without the signature of the Debtor to the extent permitted by applicable law. Such financing statements may describe the C ollateral in the same manner as described in this Security Agreement or may contain an indication or description of Collateral that describes such property in any other manner as the Secured Party may determine, in its reasonable discretion, is necessary, advisable or prudent to ensure the perfection of the security interests in the Collateral granted to the Secured Party in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property.” A photocopy or other reproduction of this Security Agreement shall be sufficient as a financing statement and may filed in lieu of the original to the extent permitted by applicable law. The Debtor will pay or reimburse the Secured Party for all filing fees and related expenses reasonably incurred in connection therewith; and |
| ii) | Furnish to the Secured Party from time to time statements and schedules further identifying and describing the Collateral and its location and such other reports in connection with the Collateral as the Secured Party may reasonable request, all in reasonable detail and in form reasonably satisfactory to the Secured Party. |
| b) | Covenants Concerning Debtor’s Legal Status. Without providing at least 30 days prior written notice to the Secured Party, the Debtor will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one. If the Debtor does not have an organizational identification number and later obtains one, the Debtor shall forthwith notify the Secured Party of such organizational identification number. The Debtor will not change its type of organization, jurisdiction of organization or other legal structure. |
| c) | Covenants Concerning Collateral. The Collateral, to the extent not delivered to the Secured Party, will be kept at those locations listed on the Perfection Certificate and the Debtor will not remove the Collateral from such locations, without providing at least thirty days prior written notice to the Secured Party. Except as previously pledged and assigned to the Senior Secured Party, and except for the security interest herein granted, the Debtor shall be the owner of or have other rights in the Collateral free from any right or claim of any other Person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to the Secured Party. The Debtor (i) shall not pledge, mortgage or create, or suffer to exist any right of a ny Person in or claim by any Person to the Collateral, or any security interest, lien or encumbrance in the Collateral in favor of any Person, other than the Secured Party; (ii) will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon; (iii) will permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located; (iv) will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement; (v) will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances; and (vi) will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales and leases of inventory in the ordinary course of business. |
| d) | Maintain Records. The Debtor will keep and maintain at its own cost and expense reasonably satisfactory and complete records of the Collateral. |
| e) | Other Actions as to Any and All Collateral. The Debtor will, at the request and option of the Secured Party, take any and all other actions the Secured Party may determine to be necessary or useful for the attachment and perfection of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Debtor’s signature thereon is required therefor, (ii) causing the Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (iii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such Collateral, (iv) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to Secured Party, including, without limitation, any consent of any licensor, lessor or other Person obligated on Collateral, (v) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Secured Party and (vi) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction. |
| f) | Right of Inspection. The Secured Party shall at all times on a confidential basis have full and free access during normal business hours upon 2 days notice to the Collateral and to all the books, correspondence and records of the Debtor, and the Secured Party and its representatives may examine the same, take extracts therefrom and make photocopies thereof, and the Debtor agrees to render the Secured Party, at the Debtor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. The Secured Party and its representatives shall (i) at all times also have the right to enter into and upon any premises where any of the Inventory or Equipment is located during normal business hours upon _2 days notice for the purpose of inspecting the same or observing its use, and (ii) after an Event of Default has occu rred, to repossess any or all of the Collateral. |
| g) | Payment of Obligations. The Debtor will pay promptly when due all taxes, assessments and governmental charges or levies imposed upon the Collateral, as well as all claims of any kind (including, without limitation, claims for labor, materials, supplies and services) against or with respect to the Collateral, except that no such charge need be paid if (i) the validity thereof is being contested in good faith by appropriate proceedings, (ii) the Debtor has promptly notified the Secured Party of the existence of such proceedings and such proceedings do not involve, in the good faith and reasonable opinion of the Secured Party, any material danger for the sale, forfeiture or loss of any material portion of the Collateral or any material interest therein and (iii) such charge is adequately reserved against on the Debtor’s books in accordance with gen erally accepted accounting principles. |
| h) | Negative Pledge. Without the consent of the Secured Party, the Debtor will not create, incur or permit to exist, will defend the Collateral against, and will take such other action as is necessary to remove, any Lien or claim on or to the Collateral, other than the Liens created hereby and other than Permitted Liens. |
| i) | Limitations on Dispositions of Collateral. Without the express prior written consent of the Secured Party (which consent the Secured Party may withhold or delay in its complete and sole discretion), the Debtor will not sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so, except for sales Inventory in the ordinary course of its business and except for, so long as no Event of Default shall have occurred and be continuing, the disposition in the ordinary course of business of items of Equipment which have become worn out or obsolete. |
| j) | Expenses Incurred by Secured Party. In the Secured Party’s discretion, if the Debtor fails to do so, the Secured Party may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any Default or Event of Default. |
| k) | Secured Party’s Obligations and Duties. Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to pr esent or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code of the State or otherwise, shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. |
ARTICLE VI
| a) | Following the occurrence and continuance of an Event of Default, Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor and in the name of the Debtor or in its own name, from time to time in the Secured Party’s reasonable discretion, for the purpose of enforcing the Secured Party’s rights under Article VII below, to take any and all appropriate action by any technologically available means, which may include, without limitation, any form of electronic data transmission, and to execute in any appropriate manner, which may include, without limitation, using any symbol that the Secured Party may adopt to signify the Debtor’s intent to authe nticate, any and all documents and instruments which may be reasonably necessary or desirable to enforce Secured Party’s rights under Article VII below. |
| b) | The Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. |
ARTICLE VII
| 7. | Remedies; Rights Upon Default. |
| a) | Rights and Remedies Generally. If an Event of Default shall occur and be continuing, then and in every such case, the Secured Party shall have all the rights and remedies of a secured party under the UCC, shall have all rights now or hereafter existing under all other applicable laws, and, subject to any mandatory requirements of applicable law then in effect, shall have all the rights set forth in this Security Agreement or the Note and all the rights set forth with respect to the Collateral or this Security Agreement in any other security agreement between the parties. |
| b) | Assembly of Collateral. If an Event of Default shall occur and be continuing, upon five (5) business days’ notice to the Debtor, the Debtor shall, at its own expense, assemble the Collateral (or from time to time any portion thereof) and make it available to the Secured Party at any place or places designated by the Secured Party which is reasonably convenient to both Parties. |
| c) | Disposition of Collateral. The Secured Party will give the Debtor reasonable notice of the time and place of any public sale of the Collateral or any part thereof or the time after which any private sale or any other intended disposition thereof is to be made. The Debtor agrees that the requirements of reasonable notice to it shall be met if such notice is mailed, postage prepaid to its address specified in Section 7.3 of the Purchase Agreement (or such other address that the Debtor may provide to the Secured Party in writing) at least ten (10) days before the time of any public sale or after which any private sale may be made. The Proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be distributed by the Secured Party in the following order of priorities: First, to the Secured Party in an amount suf ficient to pay in full the reasonable costs of the Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances reasonably incurred or made by the Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; Second, to the Secured Party in an amount equal to the then unpaid Secured Obligations; and Finally, upon payment in full of the Secured Obligations, to the Debtor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct. |
| d) | Recourse. The Debtor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to satisfy the Secured Obligations. The Debtor shall also be liable for all expenses of the Secured Party reasonably incurred in connection with collecting such deficiency, including, without limitation, the reasonable fees and disbursements of attorneys employed by the Secured Party to collect such deficiency. |
| e) | Expenses; Attorneys’ Fees. The Debtor shall reimburse the Secured Party for all its reasonable expenses in connection with the exercise of its rights under this Article VII, including, without limitation, all reasonable attorneys’ fees and legal expenses incurred by the Secured Party. Expenses of retaking, holding, preparing for sale, selling or the like shall include the reasonable attorneys’ fees and legal expenses of the Secured Party. All such expenses shall be secured hereby. |
| f) | Limitation on Duties Regarding Preservation of Collateral. The Secured Party’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Secured Party deals with similar property for its own account. |
| i) | The Secured Party shall have no obligation to take any steps to preserve rights against prior parties to any Collateral. |
| ii) | Neither the Secured Party nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Debtor or otherwise. |
ARTICLE VIII
| a) | Limitation on the Secured Party’s Duty in Respect of Collateral. The Secured Party shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it takes such action as the Debtor requests in writing, but failure of the Secured Party to comply with any such request shall not in itself be deemed a failure to act reasonably, and no failure of the Secured Party to do any act not so requested shall be deemed a failure to act reasonably. |
| b) | Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against the Debtor for liquidation or reorganization, should the Debtor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Debtor’s property and assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not bee n made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. |
| c) | Governing Law; Waiver of Jury Trial. |
| i) | This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles of conflicts of law thereof. |
| ii) | Each of the parties hereto consents to the jurisdiction of any state or federal court located within the county of Hillsborough County in the State of Florida, and irrevocably agrees that all actions or proceedings relating to this Agreement or the transactions contemplated hereby shall be litigated in one of such courts, and each of the parties waives any objection that it may have based on improper venue or forum non conveniens to the conduct of any such action or proceeding in any such court and waives personal service of any and all process upon it, and consents to all such service of process made in the manner set forth in Section 8(c)(iii). Nothing contained in this Section 8(c)(ii) shall affect the right of any party to serve legal process on any other party in any other manner permitted by law. |
| iii) | Notices. Except as otherwise expressly provided herein, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing and made in accordance with all of the provisions of Section 25 of the Stock Purchase Agreement. |
| d) | Successors and Assigns. This Security Agreement shall be binding upon and inure to the benefit of the Debtor, the Secured Party, all future holders of the Secured Obligations and their respective successors and assigns, except that the Debtor may not assign or transfer any of its rights or obligations under this Security Agreement without the prior written consent of the Secured Party, which consent the Secured Party may withhold or delay in its sole and complete discretion. |
| e) | Waivers and Amendments. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the party against whom enforcement is sought. In the case of any waiver, the Debtor and the Secured Party shall be restored to their former position and rights hereunder and under the outstanding Secured Obligations, and any Event of Default waived shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Event of Default, or impair any right consequent thereon. |
| f) | No Waiver; Remedies Cumulative. No failure or delay on the part of the Secured Party in exercising any right, power or privilege hereunder and no course of dealing between the Debtor and the Secured Party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Secured Party would otherwise have on any future occasion. The rights and remedies herein expressly provided are cumulative and may be exercised singly or concurrently and as often and in such order as the Secured Party deems expedient and are not exclusive of any rights or remedies whic h the Secured Party would otherwise have whether by security agreement or now or hereafter existing under applicable law. No notice to or demand on the Debtor in any case shall entitle the Debtor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Secured Party to any other or future action in any circumstances without notice or demand. |
| g) | Termination; Release. When the Secured Obligations have been indefeasibly paid and performed in full, this Security Agreement shall terminate, and the Secured Party, at the request and sole expense of the Debtor, will promptly execute and deliver to the Debtor the proper instruments (including UCC termination statements) acknowledging the termination of this Security Agreement, and will duly assign, transfer and deliver to the Debtor, without recourse, representation or warranty of any kind whatsoever, such of the Collateral as may be in the possession of the Secured Party and has not theretofore been disposed of, applied or released. |
| h) | Headings Descriptive. The headings of the several Sections and subsections of this Security Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Security Agreement. |
| i) | Severability. In case any provision in or obligation under this Security Agreement or the Secured Obligations shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. |
[The Balance of This Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Debtor and the Secured Party have caused this Security Agreement to be duly executed and delivered as of the date first above written.
| Contracted Services, Inc | | Belmont Partners, LLC |
| | | |
| | | /s/ Joseph Meuse |
| By: | | By: | Joseph Meuse |
| Title: | | Title: | Managing Member |
| Date: | | Date: | 6/2/09 |
ANNEX A
PERFECTION CERTIFICATE(UCC Financing Statements)
The undersigned, the Chief Executive Officer and President of Contracted Services, Inc., a Florida corporation (the “Debtor”), hereby certifies, with reference to a certain Security Agreement dated __________________ (the “Security Agreement”) (terms defined in such Security Agreement having the same meanings herein as specified therein), between the Debtor and Belmont Partners, LLC, a Virginia corporation (the “Secured Party ”), to the Secured Party as follows:
1. Name . The exact legal name of the Debtor as that name appears on its Restated Articles of Incorporation filed with Florida Secretary of State is as follows: Contracted Services, Inc.
2. Other Identifying Factors.
| | (a) | The following is a mailing address for the Debtor: 318 Holiday Drive, Hallandale Beach, FL 33009 |
| | (b) | If different from its indicated mailing address, the Debtor’s place of business or, if more than one, its chief executive office is located at the following address: |
| Address | County | State |
| | | |
| Not applicable | | |
| | (c) | The following is the type of organization of the Debtor: Corporation |
| | (d) | The following is the jurisdiction of the Debtor’s organization: Florida |
| | (e) | The following is the Debtor’s state issued organizational identification number: 593656663 |
3. Other Names.
(a) The following is a list of all other names (including trade names or similar appellations) used by the Debtor, or any other business or organization to which the Debtor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years: None
(b) The information required in Section 2 for any other business or organization to which the Debtor became the successor by merger, consolidation, acquisition of assets, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years: None
4. Other Current Locations.
(a) The following are all other locations in the United States of America in which the Debtor maintains any books or records relating to any of the Collateral consisting of accounts, instruments, chattel paper, general intangibles or mobile goods:
(b) The following are all other places of business of the Debtor in the United States of America:
(c) The following are all other locations in the United States of America where any of the Collateral consisting of inventory or equipment is located:
(d) The following are the names and addresses of all Persons or entities other than the Debtor, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral consisting of instruments, chattel paper, inventory or equipment:
| Name | Mailing Address | County | State |
None | | | |
5. Prior Locations.
(a) Set forth below is the information required by Section 4 (a) or (b) with respect to each location or place of business previously maintained by the Debtor at any time during the past five years in a state in which the Debtor has previously maintained a location or place of business at any time during the past four months:
| Address | County | State |
Not applicable | | |
(b) Set forth below is the information required by Section 4(c) or (d) with respect to each other location at which, or other Person or entity with which, any of the Collateral consisting of inventory or equipment has been previously held at any time during the past twelve months:
| Name | Mailing Address | County | State |
Not applicable | | | |
6. Fixtures. The information required by UCC Section 9-502(b) or Section 9-402(5) of each state in which any of the Collateral consisting of fixtures are or are to be located and the name and address of each real estate recording office where a mortgage on the real estate on which such fixtures are or are to be located would be recorded.
________________________________________
________________________________________
________________________________________
7. Unusual Transactions. Except for those purchases, acquisitions and other transactions herein described, all of the Collateral has been originated by the Debtor in the ordinary course of the Debtor’s business or consists of goods which have been acquired by the Debtor in the ordinary course from a Person in the business of selling goods of that kind.
8. UCC Filings. A duly authorized financing statement, in a form acceptable to the Secured Party and containing the indication of the Collateral set forth herein has been, or will be as of the Closing Date, duly filed in the central Uniform Commercial Code filing office in the jurisdiction identified in Section 2(d) and in each real estate recording office referred to herein.
IN WITNESS WHEREOF, I have hereunto signed this Certificate on ________________, 2009.
