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Exhibit 10.2
REVOLVING LINE OF CREDIT AGREEMENT
This Revolving
Line of Credit Agreement, dated as of November 5, 2007 (the “
Agreement ”), is made by and among Protexx, Inc., a
Delaware corporation whose principal office is located at 10
Fairway Drive, Suite 107, Deerfield Beach, Florida 33441 and its
subsidiaries, including but not limited to 22THEN LLC
(collectively, the “Borrower ”), Peter, Letizia,
an individual whose home address is 10784 Crescend Circle., Boca
Raton, FL 33498 (“Guarantor ”), and WidePoint
Corporation, a Delaware corporation with its principal office
located at One Lincoln Center, R.E., Suite 1100, Oakbrook Terrace,
Illinois 60181 (“ Lender ”).
AGREEMENT
In
consideration of the mutual promises set forth herein, and
intending to be legally bound, the Borrower, Guarantor and Lender
hereby agree as follows:
| 1. |
Background . Lender has approved an uncommitted line of
credit up to One Hundred Thousand Dollar ($100,000.00) for
Borrower’s use pursuant to this Agreement. |
| 2. |
Uncommitted Revolving Line of Credit . Lender hereby
establishes, subject to the terms and conditions of this Agreement,
a secured, uncommitted, revolving line of credit facility in favor
of Borrower in an aggregated principal amount not to exceed One
Hundred Thousand Dollars ($100,000.00). |
| 3. |
Promise to Repay . Borrower and Guarantor promise to pay
UPON DEMAND on an Event of Default or Final Maturity (as defined
herein) the aggregate principal amount of all amounts provided by
Lender to Borrower, up to One Hundred Thousand Dollars
($100,000.00), which are outstanding at any time under this
Agreement, together with all accrued and unpaid Interest (as
defined herein), if any, outstanding on such principal
amount. |
| 4. |
Interest . Interest shall accrue on the unpaid principal
balance outstanding hereunder at a simple rate equal to ten percent
(10%) per annum, calculated on a daily basis (the “
Interest ”). |
| 5. |
Interest Payments . Borrower or Guarantor shall make
payments to the order of Lender of all Interest that accrues during
the term of the Agreement UPON DEMAND on an Event of Default or on
or before Final Maturity. |
| 6. |
Purpose of Loan . The line of credit shall be used for
general corporate business purposes for the sole benefit of the
Borrower; provided however, that advances made by the Lender to the
Borrower under the line of credit shall not be used for purposes of
paying intra-company debt, distributions to any shareholders, or
corporate debt of any kind without the express written consent of
Lender. Prior to each advance made under this line of credit,
Borrow shall submit to Lender a detailed written spreadsheet
showing the intended use of such funds relating to such advance,
which shall be subject to the Lender’s approval, and
thereafter Borrower agrees to promptly and only use such funds
solely for each use as shown in such spreadsheet and only in the
amounts shown on such spreadsheet. |
Revolving Line of Credit Agreement
Protexx, Inc.
| 7. |
Maturity . All advances (if any) made under this line of
credit will be due and payable to the order of Lender UPON DEMAND
on an Event of Default, but in no event later than on 11:59 p.m. on
January 2, 2008 (the “ Final Maturity ”), and at
all times will be subject to the terms and conditions set forth in
this Agreement and in the Promissory Note of even date herewith, a
copy of which is attached hereto as Exhibit A and incorporated as
if fully set forth herein, as given by Borrower in the principal
amount of One Hundred Thousand Dollars ($100,000.00), payable to
the order of Lender (the “ Promissory Note ”).
The Borrower and the Guarantor agree to execute the Promissory Note
at the same time that Borrower and Guarantor execute this
Agreement. |
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BORROWER AND GUARANTOR ACKNOWLEDGE AND AGREE THAT LENDER MAY AT
ANY TIME AND IN ITS SOLE DISCRETION DEMAND PAYMENT OF ALL AMOUNTS
OUTSTANDING UNDER THIS AGREEMENT OR THE PROMISSORY NOTE WITHOUT
PRIOR NOTICE TO THE BORROWER UPON AN EVENT OF DEFUALT OR UPON FINAL
MATURITY. |
| 8. |
Draw Requests . Borrower may request an advance under
this Agreement in any amount by a written draw request signed by
any authorized signatory of Borrower subject to the submission of a
spreadsheet for Lender approval contemplated in Section 6 of this
Agreement. Guarantor hereby unconditionally pledges and guarantees
that Borrower shall repay to Lender in a timely manner all amounts
borrowed by Borrower under this Agreement. |
| 9. |
Collateral . All advances (if any) made under this line
of credit shall be secured under a security agreement, a copy of
which is attached hereto as Exhibit B and incorporated as if fully
set forth herein (the “ Security Agreement ”),
which and Borrow hereby authorizes liens to be filed in the
appropriate jurisdictions pursuant to the terms and conditions of
the Security Agreement. The Borrower and the Guarantor agree to
execute the Security Agreement at the same time that Borrower and
Guarantor execute this Agreement. |
| 10. |
Software Escrow Agreement . The parties to this
Agreement further agree to execute a Software Escrow Agreement, a
copy of which is attached hereto as Exhibit C and incorporated as
if fully set forth herein (“ Escrow Agreement
”). The Borrower and the Guarantor agree to execute the
Escrow Agreement at the same time that Borrower and Guarantor
execute this Agreement. Within seven (7) business days of the date
of this Agreement, Borrower agrees to cause all intellectual
property described in the Escrow Agreement to be deposited with the
escrow agent named in the Escrow Agreement, with such intellectual
property to be in the form and content as required under the Escrow
Agreement Lender shall hold all relevant intellectual property in
escrow for a specified period of time determined by Lender or until
all amounts payable by Borrower and Guarantor to Lender have been
fully and completely repaid by Borrower and Guarantor to Lender in
a timely manner. |
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Revolving Line of Credit Agreement
Protexx, Inc.
| 11. |
Release of Guarantor’s Obligations . Upon delivery
by Borrower of all intellectual property described under the Escrow
Agreement, in the form and content as described in the Escrow
Agreement, all obligations and liabilities of Guarantor imposed
hereunder shall terminate and Guarantor shall no longer be liable
under this Agreement, the Promissory Note and the Security
Agreement. |
| 12. |
Calculation of Interest . Interest shall be calculated
on the basis of a year comprised of 360 days over the actual number
of days in the period. |
| 13. |
Credit of Payments . Any payment of principal or
Interest under this Agreement must be received by Lender at its
principal office (or at such other office or depository institution
as Lender may from time to time designate by written notice to
Borrower) by 2:00 p.m. prevailing Eastern Time on a business day in
the jurisdiction where such office or institution is situated, in
order to be credited on such date. |
| 14. |
Application of Payments . Payments received by Lender
shall be applied to charges, fees and expenses (including
attorneys’ fees), accrued Interest, and principal in any
order Lender may in its sole discretion choose. |
| 15. |
Revolving Nature of Facil |
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