SECURITY AGREEMENT
This SECURITY AGREEMENT (this "AGREEMENT") is made as of December 20, 2005,
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by and between UC Hub Group, Inc., a Nevada corporation for itself an all its
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subsidiaries, Larry Wilcox (collectively and individually, the "COMPANY") and
Mobilepro Corp., a Delaware corporation (the "SECURED PARTY").
RECITALS
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WHEREAS, the Company will issue a note in the original principal amount of
$83,000 (the "NOTE") to the Secured Party; and
WHEREAS, the parties have agreed that the Note will be secured by the
Company's grant to the Secured Party of a security interest in and to certain
collateral, pursuant to the terms and conditions of this Agreement
NOW, THEREFORE, the parties hereby agree as follows:
1. SECURITY
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1.1 GRANT OF SECURITY INTEREST. As security for payment of any and all
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obligations under the Note owed by the Company to the Secured Party when and as
due (collectively, the "SECURED OBLIGATIONS") the Company hereby grants to the
Secured Party a security interest in the Collateral (as defined below).
1.2 COLLATERAL DEFINED. As used in this Agreement: the term
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"Collateral" means (i) _____________ shares of Company common stock held by Mr.
Larry Wilcox represented by Certificate No. _____________ (which shall be
delivered to Secured Party upon execution of this Agreement), (ii) those stock
certificates listed on Exhibit "B" which identify and constitute 100% of the
Company's ownership in its subsidiaries and (iii) all of the assets of the
Company and the entities described and identified on Exhibit A attached hereto
wherever located including without limitation, and all proceeds thereof.
1.3 FINANCING STATEMENTS. So long as any Secured Obligations payable to
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the Secured Party have not been fully satisfied, the Company will promptly
execute and deliver to the Secured Party such assignments, notices, financing
statements or other documents and papers in order to evidence the perfection of
the Secured Party's rights in the Collateral and any proceeds thereof or
revenues therefrom as the Secured Party may reasonably require in order to
perfect and maintain the security interest in the Collateral granted to the
Secured Party hereby and to give any third party notice of the Secured Party's
interest in the Collateral. Upon the full and final payment of the Secured
Obligations, the Secured Party will execute and deliver such documents as may be
reasonably necessary and requested by the Company to release the Collateral from
the security interest granted to the Secured Party in this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
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warrants to the Secured Party as follows.
2.1 AUTHORITY. The Company has all right, power and authority necessary
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to make, enter into and perform their respective obligations under this
Agreement and to grant the Secured Party the security interest in the Collateral
granted in Section 1 above, without the need for the consent or approval of arty
other person or entity. The Company has taken all necessary action
to make this Agreement the legal, valid, binding and enforceable obligation of
the Company that it purports to be. The board of directors for the Company has
taken all necessary action and given all approvals and consents necessary for
the Company to enter into the Note and this Agreement, and to perform all
obligations thereunder and hereunder.
2.2 NO LEGAL OBSTACLE TO AGREEMENT. To the knowledge of the Company and
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except as otherwise indicated in the Operating Agreement, neither the execution
and delivery of this Agreement nor the consummation of any transaction
contemplated hereby, nor the fulfillment of the terms of this Agreement or of
any other agreement or instrument referred to herein, has constituted or
resulted in, or will constitute or result in, a breach of the provisions of any
instrument, contract or agreement to which the Company is a party or by which
the Company and/or the Collateral are bound, or the violation of any law,
judgment, decree or governmental or administrative order, rule or regulation
applicable to the Company, or has resulted in or will result in the creation of
any lien or claim upon any of the Collateral. No consent of any other person
(including without limitation any shareholder or creditor of the Company) is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
2.3 TITLE; NO LIENS OR CLAIMS IN COLLATERAL. Except __________________
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(i) no other person or entity has any right, title or interest in or to the
Collateral except for statutory liens for the payment of current taxes that are
not yet delinquent and (ii) all of the Collateral is free and clear of all
liens, security interests, mortgages, claims, rights, encumbrances and
restrictions of any kind except for statutory tax liens and the security
interest granted to the Secured Party under this Agreement.
2.4 NO BANKRUPTCY. The Company are not subject to any bankruptcy case
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or insolvency proceedings before any court in any jurisdiction. In the ninety
(90) days preceding the effective date hereof, the Company has not received any
threat from any third party to subject them to any involuntary bankruptcy or
insolvency proceeding.
3. COVENANTS OF THE COMPANY. The Company will comply with the covenants
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contained in this Section at all times while this Agreement is effective unless
the Secured Party shall otherwise consent in writing.
3.1 OWNERSHIP AND LIENS. The Company will maintain good and marketable
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title to all Collateral free and clear of all liens, security interests,
encumbrances or adverse claims, except those in favor of the Secured Party. The
Company will not permit any dispute, right of setoff, counterclaim or defense to
exist with respect to all or any part of the Collateral. The Company will cause
any financing statement or other security instrument with respect to the
Collateral to be terminated, except those liens or filings filed in favor of the
Secured Party. The Company will defend at their expense the Secured Party's
right, title and security interest in and to the Collateral against the claims
of any third party.
3.2 CONDITION OF GOODS. The Company will maintain, preserve, protect
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and keep all Collateral which constitutes goods in good condition, repair and
working order and will cause such Collateral to be used and operated in good and
workmanlike manner, in accordance with applicable laws and in a manner which
will not make void or cancelable any insurance with respect to such Collateral.
The Company will promptly make or cause to be made all repairs, replacements and
other improvements to or in connection with the Collateral which the Secured
Party may request from time to time.
4. DEFAULTS AND REMEDIES.
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4.1 EVENTS OF DEFAULT. Each of the following constitutes an "Event of
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Default" under this Agreement:
(a) Failure to Pay Indebtedness. The Company shall fail to pay as
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and when due any Secured Obligations under the Note within five (5) days after
written notice of such default from the Secured Party.
(b) Non-Performance of Covenants. The Company shall breach any
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covenant or agreement made herein or in the Note and fail to cure such breach
within five (5) days after written notice of such breach from the Secured Party.
(c) Bankruptcy. The filing of a voluntary or involuntary case by
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or against the Company under the United States Bankruptcy Code or other present
or future federal or state insolvency, bankruptcy or similar laws, or the
appointment of a receiver, trustee, conservator or custodian for a substantial
portion of the Company's assets.
(d) Insolvency. The Company shall become insolvent, make a
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transfer in fraud of creditors or make an assignment for the benefit of
creditors.
(e) Involuntary Lien. The filing or commencement of any
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involuntary lien, garnishment, attachment or the like shall be issued against or
with respect to the Collateral.
4.2 REMEDIES AND RELATED RIGHTS. If an Event of Default shall have
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occurred, and without limiting any other rights and remedies provided herein,
under any of the other documents, agreements or otherwise available to the
Secured Party, the Secured Party may exercise one or more of the rights and
remedies provided in this Section.
(a) Remedies. The Secured Party may from time to time at their
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discretion, without limitation and without notice except as expressly provided
in any of the Financing Documents or otherwise as provided by California or
Federal law or the law of the state where assets are located. All of Holder's
rights hereunder are cumulative, not exclusive:
(i) exercise in respect of the Collateral all the rights
and remedies of a secured party under the UCC (whether or
not the UCC applies to the affected Collateral);
(ii) require the Company, and each of them hereby agree that
they will at their expense and upon request of the Secured
Party, assemble the Collateral as directed by the Secured
Party and make it available to the Secured Party at a place
to be designated by the Secured Party which is reasonably
convenient to both parties;
(iii) reduce its claim to judgment or foreclose or otherwise
enforce, in whole or in part, the security interest granted
hereunder by any available judicial procedure;
(iv) sell or otherwise dispose of, at its office, on the
premises of the Company or elsewhere, the Collateral, as a
unit or in parcels, by public or private
proceedings, and by way of one or more contracts (it
being agreed that the sale or other disposition of any part
of the Collateral shall not exhaust the Secured Party's
power of sale, but sales or other dispositions may be made
from time to time until all of the Collateral has been sold
or disposed of or until the Secured Obligations have been
paid and performed in full), and at any such sale or other
disposition it shall not be necessary to exhibit any of the
Collateral;
(v) buy the Collateral, or any portion thereof, at any
public sale;
(vi) buy the Collateral, or any portion thereof, at any
private sale if the Collateral is of a type customarily sold
in a recognized market or is of a type which is the subject
of widely distributed standard price quotations;
(vii) apply for the appointment of a receiver for the
Collateral, and the Company hereby consents to any such
appointment; and
(viii) at its option, retain the Collateral in satisfaction
of the Secured Obligations whenever the circumstances are
such mat the Secured Party is entitled to do so under the
UCC or otherwise.
(b) Notices of Disposition. The Company agrees that in the event they
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are entitled to receive any notice under the UCC, reasonable notice shall be
deemed given when such notice is deposited in a depository receptacle under the
care and custody of the United States Postal Service, postage prepaid, at the
addresses for the Company set forth on the signature page hereof, five (5) days
prior to the date of any public sale, or after which a private sale, of any of
such Collateral is to be held. The Secured Party shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. The
Secured Party may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
(c) Application of Proceeds. If any Event of Default shall have
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occurred, the Secured Party may at their discretion and without notice to the
Company (any requirement of notice being expressly waived) apply or use any cash
held by the Secured Party as Collateral, and any cash proceeds received by the
Secured Party in respect of any sale or other disposition of, collection from,
or other realization upon, all or any part of the Collateral as follows in such
order and manner as the Secured Party may elect:
(i) to the repayment or reimbursement of the reasonable
costs and expenses (including, without limitation,
reasonable attorneys' fees and expenses) incurred by the
Secured Party in connection with (A) the custody,
preservation, use or operation of, or the sale of,
collection from, or other realization upon, the Collateral,
and (B) the exercise or enforcement of any of the rights and
remedies of the Secured Party hereunder.
(ii) to the payment or other satisfaction of any liens and
other encumbrances upon the Collateral:
(iii) to the satisfaction of the Secured Obligations
(without constituting a retention of collateral in
satisfaction of an obligation within the meaning of Section
9.505 of the UCC);
(iv) by holding such cash and proceeds as Collateral;
(v) to the payment of any other amounts required by
applicable law (including without limitation, Section
9.504(a)(3) of the UCC or any other applicable statutory
provision); and
(vi) by delivery to the Company, or any other party lawfully
entitled to receive such cash or proceeds whether by
direction of a court of competent jurisdiction or otherwise.
(d) Deficiency. In the event that the proceeds of any sale of,
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collection from, or other realization upon, all or any part of the Collateral by
the Secured Party are insufficient to pay all amounts to which the Secured Party
is legally entitled, the Company, and any party who guaranteed or is otherwise
obligated to pay all or any portion of the Secured Obligations shall be liable
for the deficiency. Notwithstanding anything to the contrary herein, Holder is
entitled to pursue all other remedies in connection with these obligations
secured hereunder at any time (whether or not Holder is or is not pursuing
remedies hereunder at the same time). It shall be no defense to Company that
Holder has not exhausted its remedies under this agreement.
(e) Non-Judicial Remedies. In granting to the Secured Party the power
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to enforce their rights hereunder without prior judicial process or judicial
hearing, the Company expressly waives, renounces and knowingly relinquishes any
legal right which might otherwise require the Secured Party to enforce their
rights by judicial process. The Company recognizes and concedes that non-
judicial remedies are consistent with the usage of trade, are responsive to
commercial necessity and are the result of a bargain at arm's length. Nothing
herein is intended to prevent the parties from resorting to judicial process at
the party's option.
(f) Other Recourse. The Company waives any right to require the
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Secured Party to proceed against any third party, exhaust any Collateral or
other security for the Indebtedness, or to have any third party joined with the
Company in any suit arising out of the Secured Obligations, or pursue any other
remedy available to the Secured Party. The Company further waives any and all
notice of acceptance of this Agreement and of the creation, modification,
rearrangement, renewal or extension of the Secured Obligations. The Company
further waives any defense arising by reason of any disability or other defense
of any third party or by reason of the cessation from any cause whatsoever of
the liability of any third party.
5. TERMINATION. When all Secured Obligations have been paid in full, or
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terminated in accordance with their terms, this Agreement and the security
interest granted to the Secured Party under this Agreement will terminate. Upon
termination hereof, the Secured Party will execute and deliver to the Company
such UCC financing statement releases and other documents as shall be necessary
to evidence the termination of the Secured Party's security interest in the
Collateral.
6. GENERAL PROVISIONS.
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6.1 SURVIVAL. The representations, warranties and covenants of the
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parties contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and shall in no way be affected by any
investigation of the subject matter thereof made by or on behalf of any of the
parties.
6.2 NO THIRD PARTY BENEFICIARIES; CONSTRUCTION. Nothing in this
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Agreement, express or implied, is intended to confer upon any third party any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. This Agreement and
its exhibits are the result of negotiations between the parties and has been
reviewed by each party hereto; accordingly, this Agreement will be deemed to be
the product of the parties hereto, and no ambiguity will be construed in favor
of or against any party.
6.3 RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies of the
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Secured Party herein provided will be cumulative and not exclusive of any other
rights or remedies provided by law, in equity, by contract or otherwise.
6.4 ATTORNEYS' FEES. If any party hereto commences or maintains any
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action at law or in equity (including counterclaims or cross-complaints) against
the other party hereto by reason of the breach or claimed breach of any term or
provision of this Agreement, then the prevailing party in said action will be
entitled to recover its reasonable attorney's fees and court costs incurred
therein.
6.5 NOTICES. Any and all notices required or permitted to be given to a
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party pursuant to the provisions of this Agreement will be in writing and will
be effective and deemed to provide such party sufficient notice under this
Agreement on the earliest of the following: (a) at the time of personal
delivery, if delivery is in person; (b) at the time of transmission by
facsimile, addressed to the other party at its facsimile number specified herein
(or hereafter modified by subsequent notice to the parties hereto), with
confirmation of receipt made by both telephone and printed confirmation sheet
verifying successful transmission of the facsimile; (c) one (1) business day
after deposit with an express overnight courier for United States deliveries, or
two (2) business days after such deposit for deliveries outside of the United
States, with proof of delivery from the courier requested; or (d) three (3)
business days after deposit in the United States mail by certified mail (return
receipt requested) for United States deliveries. All notices for delivery
outside the United States will be sent by facsimile or by express courier. All
notices not delivered personally or by facsimile will be sent with postage
and/or other charges prepaid and properly addressed to the party to be notified
at the address or facsimile number set forth on the signature page below, or at
such other address or facsimile number as such other party may designate by one
of the indicated means of notice herein to the other parties hereto. Notices to
the Company will be marked "Attention: President".
6.6 FURTHER ASSURANCES. Company agrees to execute such further
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documents and instruments and to take such further actins as Holder, in Holder's
sole discretion, deems necessary from time to time during the term hereof, to
carry out the purposes and intent of this agreement
6.7 GOVERNING LAW; JURISDICTION. This Agreement will be governed by and
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construed in accordance with the laws of the State of Maryland, without giving
effect to that body of laws pertaining to conflict of laws the Company. Company
has agreed and does hereby agree that the laws of Maryland shall apply to any
dispute hereunder and that any dispute arising in connection with this
Agreement, the Note, shall be resolved exclusively in either the state courts
located in Howard County, Maryland or the Southern District Court of Maryland.
6.8 TITLES AND HEADINGS. The titles, captions and headings of this
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Agreement are included for ease of reference only and will be disregarded in
interpreting or construing this
Agreement. Unless otherwise specifically stated, all references herein to
"sections" and "exhibits" will mean "sections" and "exhibits" to this Agreement.
6.9 ENTIRE AGREEMENT. This Agreement and the documents referred to
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herein constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.
6.10 SEVERABILITY. If any provision of this Agreement is determined by
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any court or arbitrator of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, such provision will be enforced to the maximum
extent possible given the intent of the parties hereto. If such clause or
provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such
invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement. Notwithstanding the
forgoing, if the value of this Agreement based upon the substantial benefit of
the bargain for any party is materially impaired, which determination as made by
the presiding court or arbitrator of competent jurisdiction shall be binding,
then both parties agree to substitute such provision(s) through good faith
negotiations.
6.11 AMENDMENT AND WAIVERS. This Agreement may be amended only by a
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written agreement executed by each of the parties hereto. No amendment of or
waiver of, or modification of any obligation under this Agreement will be
enforceable unless set forth in a writing signed by the party against which
enforcement is sought. Any amendment effected in accordance with this section
will be binding upon all parties hereto and each of their respective successors
and assigns. No delay or failure to require performance of any provision of
this Agreement shall constitute a waiver of that provision as to that or any
other instance. No waiver granted under this Agreement as to any one provision
herein shall constitute a subsequent waiver of such provision or of any other
provision herein, nor shall it constitute the waiver of any performance other
than the actual performance specifically waived.
6.12 SUCCESSORS AND ASSIGNS; ASSIGNMENT. Except as otherwise provided
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in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal representatives.
None of the parties may assign their rights or obligations under this Agreement
without the prior written consent of all other parties; provided, however, such
consent shall not be unreasonably withheld.
6.13 COUNTERPARTS. This Agreement may be executed in any number of
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counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.
6.14 FACSIMILE SIGNATURES. This Agreement may be executed and
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delivered by facsimile and upon such delivery the facsimile signature will be
deemed to have the same effect as if the original signature had been delivered
to the other party.
In WITNESS WHEREOF, the parties have caused this Security Agreement to be
executed and delivered as of the Effective Date.
UC HUB GROUP, INC.:
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By: /s/ Larry Wilcox
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Name: Larry Wilcox
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Title: Chief Executive Officer
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Address:
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Fax No.: 838-887-2686
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Larry Wilcox
ALL COM USA, INC.:
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By: /s/ Larry Wilcox
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Name: Larry Wilcox
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Title: Chief Executive Officer
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Address:
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Fax No.:
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.:
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By: /s/ Larry Wilcox
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Name: Larry Wilcox
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Title: Chief Executive Officer
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Address:
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Fax No.:
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:
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By: /s/ Larry Wilcox
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Name: Larry Wilcox
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Title: Chief Executive Officer
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Address:
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Fax No.:
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:
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By: /s/ Larry Wilcox
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Name: Larry Wilcox
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Title: Chief Executive Officer
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Address:
10 Appaloosa Lane, West Hills, CA 91307
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Fax No.: 818-887-2686
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SECURED PARTY:
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By:
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Name:
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Title:
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Address:
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Fax No.: ( )
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[Signature Page to Security Agreement]
EXHIBIT A
DESCRIPTION OF COLLATERAL
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Any and all types and classifications of collateral in which a security
interest may be perfected under the Uniform Commercial Code as in force hi
Delaware or as in force in any other jurisdiction the law of which governed the
security interest at the time of the granting of the security interest (the
"UCC") by Mobilepro Corp., a Delaware corporation ("COMPANY"), wherever located,
whether now owned or hereafter acquired by the Company or arising, and all
proceeds and products thereof including without limitation the following:
With respect to the Company and those entities listed on Exhibit B attached
hereto:
All personal and fixture property of every kind and nature including,
without limitation, all furniture, fixtures, equipment, raw materials,
inventory, other goods, accounts, contract rights, leasehold interests,
rights to the payment of money, insurance refund claims and all other
insurance claims and proceeds, tort claims, chattel paper, electronic
chattel paper, documents, instruments, securities and other investment
property, deposit accounts, rights to proceeds of letters of credit,
letter-of-credit rights, supporting obligations of every nature, and
general intangibles including without limitation all tax refund claims
license fees, patents, patent applications, trademarks, trademark
applications, trade names, copyrights, copyright applications, rights to
sue and recover for past infringement of patents, trademarks and
copyrights, computer programs, computer software, engineering drawings,
service marks, customer lists, goodwill, and all licenses, permits,
agreements of any kind or nature pursuant to which (a) the Company operates
or has authority to operate, (b) the Company possesses, uses or has
authority to possess or use property (whether tangible or intangible) of
others, or (c) others possess, use, or have authority to possess or use
property (whether tangible or intangible) of the Company, and all recorded
data of any kind or nature, regardless of the medium of recording,
including, without limitation, all software, writings, plans,
specifications and schematics.
The Company acknowledges and agrees that, with respect to any term used
herein that is defined in either (i) Article 9 of the U.C.C. as in force in the
jurisdiction the law of which governed the security interest at the time the
Company authenticated the security agreement or (ii) Article 9 as in force at
any relevant time in the jurisdiction in which this financing statement is
filed, the meaning to be ascribed thereto with respect to any particular item of
property shall be that under the more encompassing of the two definitions.
EXHIBIT A
ENTITIES AND CERTIFICATES
EXHIBIT A
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SECURITY AGREEMENT