Exhibit
10.2
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT is made
as of March 3, 2008, as amended and supplemented April 24,
2008, and as subsequently amended and supplemented June 30,
2008, by and between Xedar Corporation , a Colorado
corporation (hereinafter "Pledgor"), and Hugh H. Williamson,
III (hereinafter "Pledgee").
1.
Background
. As of this date, Pledgee has loaned Pledgor up to Two
Million One Hundred Thousand Dollars and No Cents
($2,100,000.00) pursuant to the terms of a Second Amended and
Restated Secured Subordinated Promissory Note (the
“Note”) issued to Pledgee. Therefore,
the parties enter into this Agreement.
2.
Pledge .
Pledgor hereby grants a security interest to Pledgee in the
following "Collateral": All present and future
property of Pledgor wherever located and however described
(including, without limitation, any and all present and future
goods, whether constituting inventory, equipment, farm
products or consumer goods (and whether or not constituting a
fixture) and any and all present and future instruments,
money, documents, chattel paper, accounts, contract rights,
and general intangibles), together, in each case, with all
proceeds and products thereof. Pledgee acknowledges
and agrees that the security interest granted hereby is and
shall be subordinate in every respect to the security
interest(s) of KeyBank National Association ("KeyBank") in and
to the Collateral under those certain Commercial Security
Agreements dated June 7, 2007 and September 28,
2007.
3.
Rights to
Collateral . During the term of this pledge, and for so
long as the Pledgor is not in default in the performance of
any of the terms of this Agreement or in the payment of
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