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, as subsequently amended
and supplemented June 30, 2008, as subsequently amended and
supplemented August 20, 2008, and as subsequently amended and
supplemented September 4, 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 Five
Hundred Fifty Thousand Dollars and No Cents ($2,550,000.00)
pursuant to the terms of a Fourth 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. &n
