<pre>
Exhibit 10.5 Security Agreement
dated as of March 28, 2008 between the
Registrant and the secured parties named therein
SECURITY AGREEMENT
SECURITY AGREEMENT (this "Agreement"), dated as of March 28, 2008,
by and among
ConectiSys Corporation, a Colorado corporation ("Parent"), United
Telemetry
Company, a Nevada corporation and eEnergyServices.com, Inc., a
Nevada
corporation (collectively the "Subsidiary")(hereinafter the Parent
and the
Subsidiary shall collectively be referred to as the "Company") and
the secured
parties signatory hereto and their respective endorsees,
transferees and assigns
(collectively, the "Secured Party").
W I T N E S S E T H:
WHEREAS, pursuant to a Securities Purchase Agreement, dated the
date hereof,
between Parent and the Secured Party (the "Purchase Agreement"),
Parent has
agreed to issue to the Secured Party and the Secured Party has
agreed to
purchase from Parent certain of Parent's 8% Callable Secured
Convertible Notes,
due three years from the date of issue (the "Notes"), which are
convertible into
shares of Company's Common Stock, no par value per share (the
"Common Stock").
In connection therewith, Parent shall issue the Secured Party
certain Common
Stock purchase warrants (the "Warrants"); and
WHEREAS, the Parent and the Subsidiary have been, and are now,
engaged in the
development of a low-cost automatic meter reading, or AMR solution.
The
company's AMR solution includes a proprietary system employing
specialized
hardware and software that allows for residential and commercial
applications.
United Telemetry Company Inc., a wholly owned subsidiary of
ConectiSys
Corporation, is a commercial telecommunications company in the
development
stage. The company transmits commercial data on time at the lowest
possible cost
to satisfying the demands of business domestically and abroad for
critical point
to point information. eEnergyServices.com, Inc., a wholly owned
subsidiary of
ConectiSys Corporation, has no assets and has not commenced
operations. In the
past, as now, the Parent has provided financing for the Subsidiary,
and the
Subsidiary has relied upon the Parent to provide such financing.
In addition,
it is anticipated that, if the Subsidiary executes and delivers
this Agreement,
the Parent will continue to provide such financing to the
Subsidiary, and that
the proceeds of the Purchase Agreement and Notes will be used, in
part, for the
general working capital purposes of the Subsidiary; and
WHEREAS, the Subsidiary constitutes all of the subsidiaries of the
Parent and it
is in the best interest of the Subsidiary as subsidiaries of the
Parent and the
indirect beneficiaries of the Purchase Agreement and Notes, that
the Secured
Party enter into the Purchase Agreement and purchase the Notes to
the Company;
and
WHEREAS, in order to induce the Secured Party to purchase the
Notes, Company has
agreed to execute and deliver to the Secured Party this Agreement
for the
benefit of the Secured Party and to grant to it a first priority
security
interest in certain property of Company to secure the prompt
payment,
performance and discharge in full of all of Company's obligations
under the
Notes and exercise and discharge in full of Company's obligations
under the
Warrants; and
WHEREAS, in light of the foregoing, the Company expects to derive
substantial
benefit from the Purchase Agreement and sale of the Notes and the
transactions
contemplated thereby and, in furtherance thereof, has agreed to
execute and
deliver this Agreement.
NOW, THEREFORE, in consideration of the agreements herein contained
and for
other good and valuable consideration, the receipt and sufficiency
of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
1. Certain
Definitions. As used
in this Agreement, the following terms
shall have the meanings set forth in this Section 1. Terms used but not
otherwise defined in this Agreement that are defined in Article 9
of the UCC
(such as "general intangibles" and "proceeds") shall have the
respective
meanings given such terms in Article 9 of the UCC.
(a)
"Collateral" means the collateral in which the Secured Party is
granted
a security interest by this Agreement and which shall include the
following,
whether presently owned or existing or hereafter acquired or coming
into
existence, and all additions and accessions thereto and all
substitutions and
replacements thereof, and all proceeds, products and accounts
thereof,
including, without limitation, all proceeds from the sale or
transfer of the
Collateral and of insurance covering the same and of any tort
claims in
connection therewith:
(i)
All Goods of the Company, including, without limitations, all
machinery,
equipment, computers, motor vehicles, trucks, tanks, boats, ships,
appliances,
furniture, special and general tools, fixtures, test and quality
control devices
and other equipment of every kind and nature and wherever situated,
together
with all documents of title and documents representing the same,
all additions
and accessions thereto, replacements therefor, all parts therefor,
and all
substitutes for any of the foregoing and all other items used and
useful in
connection with the Company's businesses and all improvements
thereto
(collectively, the "Equipment"); and
(ii) All
Inventory of the Company; and
(iii) All of the
Company's contract rights and general intangibles, including,
without limitation, all partnership interests, stock or other
securities,
licenses, distribution and other agreements, computer software
development
rights, leases, franchises, customer lists, quality control
procedures, grants
and rights, goodwill, trademarks, service marks, trade styles,
trade names,
patents, patent applications, copyrights, deposit accounts, and
income tax
refunds (collectively, the "General Intangibles"); and
(iv) All
Receivables of the Company including all insurance proceeds,
and
rights to refunds or indemnification whatsoever owing, together
with all
instruments, all documents of title representing any of the
foregoing, all
rights in any merchandising, goods, equipment, motor vehicles and
trucks which
any of the same may represent, and all right, title, security and
guaranties
with respect to each Receivable, including any right of stoppage in
transit; and
(v)
All of the Company's documents, instruments and chattel paper,
files,
records, books of account, business papers, computer programs and
the products
and proceeds of all of the foregoing Collateral set forth in
clauses (i)-(iv)
above.
(b)
"Company" shall mean, collectively, Company and all of the
subsidiaries
of Company, a list of which is contained in Schedule A, attached
hereto.
(c)
"Obligations" means all of the Company's obligations under this
Agreement and the Notes, in each case, whether now or hereafter
existing,
voluntary or involuntary, direct or indirect, absolute or
contingent, liquidated
or unliquidated, whether or not jointly owed with others, and
whether or not
from time to time decreased or extinguished and later decreased,
created or
incurred, and all or any portion of such obligations or liabilities
that are
paid, to the extent all or any part of such payment is avoided or
recovered
directly or indirectly from the Secured Party as a preference,
fraudulent
transfer or otherwise as such obligations may be amended,
supplemented,
converted, extended or modified from time to time.
(d)
"UCC" means the Uniform Commercial Code, as currently in effect in
the
State of New York.
2. Grant of
Security Interest. As
an inducement for the Secured Party to
purchase the Notes and to secure the complete and timely payment,
performance
and discharge in full, as the case may be, of all of the
Obligations, the
Company hereby, unconditionally and irrevocably, pledges, grants
and
hypothecates to the Secured Party, a continuing security interest
in, a
continuing first lien upon, an unqualified right to possession and
disposition
of and a right of set-off against, in each case to the fullest
extent permitted
by law, all of the Company's right, title and interest of
whatsoever kind and
nature in and to the Collateral (the "Security Interest").
3.
Representations, Warranties, Covenants and Agreements of the
Company.
The Company represents and warrants to, and covenants and agrees
with, the
Secured Party as follows:
(a)
The Company has the requisite corporate power and authority to
enter
into this Agreement and otherwise to carry out its obligations
thereunder. The
execution, delivery and performance by the Company of this
Agreement and the
filings contemplated therein have been duly authorized by all
necessary action
on the part of the Company and no further action is required by the
Company.
This Agreement constitutes a legal, valid and binding obligation of
the Company
enforceable in accordance with its terms, except as enforceability
may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws
affecting the enforcement of creditor rights generally.
(b)
The Company represents and warrants that it has no place of
business or
offices where its respective books of account and records are kept
(other than
temporarily at the offices of its attorneys or accountants) or
places where
Collateral is stored or located, except as set forth on Schedule A
attached
hereto;
(c)
Except as set forth on Schedule C, the Company is the sole owner of
the
Collateral (except for non-exclusive licenses granted by the
Company in the
ordinary course of business), free and clear of any liens, security
interests,
encumbrances, rights or claims, and is fully authorized to grant
the Security
Interest in and to pledge the Collateral. Except as set forth on Schedule
C,
there is not on file in any governmental or regulatory authority,
agency or
recording office an effective financing statement, security
agreement, license
or transfer or any notice of any of the foregoing (other than those
that have
been filed in favor of the Secured Party pursuant to this
Agreement) covering
or affecting any of the Collateral. Except as set forth in Schedule C,
so long
as this Agreement shall be in effect, the Company shall not execute
and shall
not knowingly permit to be on file in any such office or agency any
such
financing statement or other document or instrument (except to the
extent filed
or recorded in favor of the Secured Party pursuant to the terms of
this
Agreement or a security agreement executed prior to the date
hereof).
(d)
No part of the Collateral has been judged invalid or unenforceable.
No
written claim has been received that any Collateral or the
Company's use of any
Collateral violates the rights of any third party. There has been
no adverse
decision to the Company's claim of ownership rights in or exclusive
rights to
use the Collateral in any jurisdiction or to the Company's right to
keep and
maintain such Collateral in full force and effect, and there is no
proceeding
involving said rights pending or, to the best knowledge of the
Company,
threatened before any court, judicial body, administrative or
regulatory agency,
arbitrator or other governmental authority.
(e)
The Company shall at all times maintain its books of account and
records
relating to the Collateral at its principal place of business and
its Collateral
at the locations set forth on Schedule A attached hereto and may
not relocate
such books of account and records or tangible Collateral unless it
delivers to
the Secured Party at least 30 days prior to such relocation (i)
written notice
of such relocation and the new location thereof (which must be
within the United
States) and (ii) evidence that appropriate financing statements and
other
necessary documents have been filed and recorded and other steps
have been taken
to perfect the Security Interest to create in favor of the Secured
Party valid,
perfected and continuing first priority liens in the
Collateral.
(f)
This Agreement creates
in favor of the Secured Party a valid security
interest in the Collateral securing the payment and performance of
the
Obligations and, upon making the filings described in the
immediately following
sentence, a perfected first priority security interest in such
Collateral.
Except for the filing of financing statements on Form-1 under the
UCC with the
jurisdictions indicated on Schedule B, attached hereto, no
authorization or
approval of or filing with or notice to any governmental authority
or regulatory
body is required either (i) for the grant by the Company of, or
the
effectiveness of, the Security Interest granted hereby or for the
execution,
delivery and performance of this Agreement by the Company or (ii)
for the
perfection of or exercise by the Secured Party of its rights and
remedies
hereunder.
(g)
On the date of execution of this Agreement, the Company will
deliver to
the Secured Party one or more executed UCC financing statements on
Form-1 with
respect to the Security Interest for filing with the jurisdictions indicated on
Schedule B, attached hereto and in such other jurisdictions as may
be requested
by the Secured Party.
(h)
The execution, delivery and performance of this Agreement does
not
conflict with or cause a breach or default, or an event that with
or without the
passage of time or notice, shall constitute a breach or default,
under any
agreement to which the Company is a party or by which the Company
is bound. No
consent (including, without limitation, from stock holders or
creditors of the
Company) is required for the Company to enter into and perform its
obligations
hereunder.
(i)
The Company shall at all times maintain the liens and Security
Interest
provided for hereunder as valid and perfected first priority liens
and security
interests in the Collateral in favor of the Secured Party until
this Agreement
and the Security Interest hereunder shall terminate pursuant to
Section 11.
The Company hereby agrees to defend the same against any and all
persons. The
Company shall safeguard and protect all Collateral for the account
of the
Secured Party. At the
request of the Secured Party, the Company will sign and
deliver to the Secured Party at any time or from time to time one
or more
financing statements pursuant to the UCC (or any other applicable
statute) in
form reasonably satisfactory to the Secured Party and will pay the
cost of
filing the same in all public offices wherever filing is, or is
deemed by the
Secured Party to be, necessary or desirable to effect the rights
and obligations
provided for herein. Without limiting the generality of the
foregoing, the
Company shall pay all fees, taxes and other amounts necessary to
maintain the
Collateral and the Security Interest hereunder, and the Company
shall obtain and
furnish to the Secured Party from time to time, upon demand, such
releases
and/or subordinations of claims and liens which may be required to
maintain the
priority of the Security Interest hereunder.
(j)
The Company will not transfer, pledge, hypothecate, encumber,
license
(except for non-exclusive licenses granted by the Company in the
ordinary course
of business), sell or otherwise dispose of any of the Collateral
without the
prior written consent of the Secured Party.
(k)
The Company shall keep and preserve its Equipment, Inventory and
other
tangible Collateral in good condition, repair and order and shall
not operate or
locate any such Collateral (or cause to be operated or located) in
any area
excluded from insurance coverage.
(l)
The Company shall, within ten (10) days of obtaining knowledge
thereof,
advise the Secured Party promptly, in sufficient detail, of any
substantial
change in the Collateral, and of the occurrence of any event which
would have a
material adverse effect on the value of the Collateral or on the
Secured Party's
security interest therein.
(m)
The Company shall promptly execute and deliver to the Secured Party
such
further deeds, mortgages, assignments, security agreements,
financing statements
or other instruments, documents, certificates and assurances and
take such
further action as the Secured Party may from time to time request
and may in its
sole discretion deem necessary to perfect, protect or enforce its
security
interest in the Collateral including, without limitation, the exec