SECURITY AGREEMENT
This Security Agreement (this “
Agreement ”) is made as of this 22nd day of August,
2008, by United eSystems, Inc., a Nevada corporation, (the “
Debtor ”), for the benefit of Robert J. Sorrentino, an
individual residing in the State of Florida (the “ Secured
Party ”).
WHEREAS, this
Agreement is entered into in connection with the issuance of a
certain Non-Interest Bearing Promissory Note made by the Debtor in
favor of the Secured Party dated August 22, 2008 (the “
Note ”) in which the Debtor promises to pay to the
Secured Party such sums as may be advanced from time to time to the
Debtor by the Secured Party and pursuant to the Note, provided that
the principal amount under the Note shall not exceed Five Hundred
Thousand Dollars and No Cents.
NOW, THEREFORE, in consideration of the
premises, covenants and agreements set forth below, and the mutual
benefits to be derived from this Agreement, and other good and
valuable consideration, the parties hereto agree as follows:
1.
Definitions . As used in this Agreement, the
following terms shall have the following meanings:
“
Collateral ” has the meaning set forth in
Section 2.
“ Event of
Default ” has the meaning set forth in
Section 7.
“ Financing
Statement ” has the meaning set forth in Section 3.
“
Obligations ” means all indebtedness, liabilities and
other obligations of the Debtor to the Secured Party, whether under
or in connection with this Agreement, the Note, the Intercreditor
Agreement, or any other documents or instruments related to this
Agreement, the Note and the Intercreditor Agreement, including,
without limitation, all unpaid principal of the Note, all interest
(if any) that may accrue thereon, all fees and all other amounts
payable by the Debtor to the Secured Party thereunder or in
connection therewith.
“
Subsequent Financing ” has the meaning set forth in
Section 4.
“
Subsequent Indebtedness ” has the meaning set forth in
Section 4.
“
Subsequent Lender ” has the meaning set forth in
Section 4.
“ UCC ” means the Uniform
Commercial Code as the same may, from time to time, be in effect in
the State of Mississippi; provided, however, in the event that, by
reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of the security interest in any
Collateral is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than the
State of Mississippi, the term “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in such
other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of
definitions related to such provisions.
2.
Security Interest . As security for the payment
and performance of the Obligations, the Debtor hereby pledges,
assigns, transfers, hypothecates and sets over to the Secured
Party, and hereby grants to the Secured Party a security interest
in, all of the Debtor’s right, title and interest in, to and
under the following property, wherever located and whether now
existing or owned or hereafter acquired or arising (collectively,
the “ Collateral ”): all accounts,
accounts receivable, contract rights, rights to payment, chattel
paper, electronic chattel paper, commercial tort claims, letter of
credit rights and proceeds of letters of credit, documents,
securities, money and instruments, and investment property, whether
held directly or through a securities intermediary, and other
obligations of any kind owed to the Debtor; all deposit accounts,
and all funds and amounts therein; all inventory; all equipment;
all general intangibles and other personal property of the Debtor;
and all proceeds, including insurance proceeds, and supporting
obligations of any and all of the foregoing. This
Agreement shall create a continuing security interest in the
Collateral that shall remain in effect until terminated in
accordance with this Agreement.
3.
Financing Statement . The Debtor will execute one
or more financing statements pursuant to the UCC (and any
extensions or modifications thereof) (each a “ Financing
Statement ”) and any assignments in form satisfactory to
the Secured Party, and the Debtor hereby appoints the Secured Party
its attorney-in-fact to execute any financing statements and
continuation statements, and to do, at the Secured Party’s
option and at the Debtor’s expense, all acts and things that
the Secured Party may deem necessary to perfect and continue
perfected the security interest created by this Agreement.
4.
Subject to Additional Financing Agreement . The
Secured Party agrees and understands that the Debtor anticipates
obtaining, from Thermo Credit, LLC (collectively, the “
Subsequent Lender ”), additional financing in an
amount not to exceed $3,000,000 (the “ Subsequent
Financing ”), the proceeds from which will primarily be
utilized to purchase certain assets from NetCom Data Corp of N.Y.
and American Timeshare Associates, Inc. In connection
with the Subsequent Financing, the Debtor anticipates issuing a
promissory note that is secured by a security interest in the
Collateral. The Secured Party further agrees and
understands that, in the event of such Subsequent Financing, the
security interest in the Collateral granted herein shall, , be
subordinated to or placed in equal priority with the security
interest in the Collateral that will be granted to the Subsequent
Lender in connection with the Subsequent Financing.
5.
Representations and Warranties . The Debtor
represents and warrants to the Secured Party that:
(a) The
Debtor has rights in or the power to t
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