Amendment
No. 1 to Security Agreement
This Amendment No. 1 to Security
Agreement (this “ Amendment ”), dated as of
July 31, 2008, is made by and between Airbee Wireless, Inc., a
Delaware corporation with its principal place of business located
at 9400 Key West Avenue, Rockville, MD (the “ Company
”), and the parties signing under the caption “Secured
Parties” on the signature pages hereto. The signatories
hereto are referred to herein collectively as the “
Parties ,” and sometimes individually as a “
Party .”
RECITALS
A. Certain of the Secured
Parties (“ Initial Secured Parties ”) and the
Company are parties to that certain Security Agreement dated as of
January 30, 2008, a copy of which is attached hereto (the
“ Security Agreement ”);
B. Pursuant to that certain
Amendment No. 3 to Debenture and Warrant Purchase Agreement,
dated as of even date herewith (the “ PA Amendment
”), the Initial Secured Parties have transferred and assigned
a portion of the Convertible Debentures held by them to Bartman
Bros., a California General Partnership (“ Bartman
Bros. ”);
C. The Parties wish to amend the
Security Agreement to add Bartman Bros. as a Secured Party and to
make the other revisions provided for below.
NOW, THEREFORE, in consideration of
the premises and mutual covenants and agreements set forth herein,
and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the Parties
hereby agrees as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definition and
References . Capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to such terms in the
Security Agreement.
ARTICLE II
AMENDMENTS
(a) The definition of
“Secured Party” set forth in the introductory paragraph
of the Security Agreement is hereby amended to refer, collectively,
to the Initial Secured Parties, Bartman Bros. and any other
purchasers and/or holders from time to time of any Convertible
Debentures, together with their respective successors and
assigns.
(b) The first
“Whereas” clause is deleted and replaced in its
entirety with the following:
WHEREAS, the Company has
issued and sold to the Secured Party and/or their
predecessors-in-interest, as provided in that certain Debenture and
Warrant Purchase Agreement dated as of January 30, 2008, as
amended by Amendment No. 1 to Debenture and Warrant Purchase
Agreement effective as of February 8, 2008, Amendment
No. 2 to Debenture and Warrant Purchase Agreement effective as
of April 15, 2008, and Amendment No. 3 to Debenture and
Warrant Purchase Agreement effective as of July 31, 2008 (as
it may be further amended, supplemented, restated or revised from
time to time, the “ Purchase Agreement ”), and
the Secured Parties have purchased, secured convertible debentures
(the “ Convertible Debentures ”), which shall be
convertible into shares of the Company’s common stock, par
value $0.00004 (the “ Common Stock ”) (as
converted, the “ Conversion Shares ”) in the
respective amounts set forth opposite each Investor(s) name on
Schedule I attached to the Purchase Agreement (as the same may
be amended, supplemented or modified from time to time);”
(c) A third
“Whereas” clause is inserted which shall read as
follows:
“Unless specified otherwise,
all capitalized terms used without definition in this Agreement
shall have the meanings ascribed to them in the Purchase
Agreement.”
(d) In order to correct a
typographical error therein, the second sentence of
Section 5.2(a) of the Security Agreement is deleted and
replaced in its entirety with the following provision:
“At any sale or sales of the
Pledged Property, the Secure
