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Exhibit 10.2
SECURITY AGREEMENT
This Security Agreement (this "Agreement") is entered into as of
the 24rd day of September, 2008, by Globetech Environmental, Inc, a
Washington corporation, with an address of 7716 W. Rutter Parkway,
Spokane, Washington 99208 (the "Debtor"), for the benefit of
Globe-Tek, LLC, a Washington limited liability company, with an
address of 1362 N. Vista Ct, Spokane, Washington 99212, Tech-Rock,
LLC, an Alaska limited liability company, with an address of 1362
N. Vista Ct, Spokane, Washington 99212, and MedRock, LLC, an Alaska
limited liability company, with an address of 1362 N. Vista Ct,
Spokane, Washington 99212 (collectively the "Secured Party").
R E C I T A L S:
A. The Debtor, together with other
parties, is executing a Secured Promissory Note for Multiple
Advances ("Note") with a maximum advancement amount of Four Hundred
Thousand and no/100 Dollars ($400,000.00) made payable to
GK-Waste, LLC.
B. Tech-Rock, LLC has previously purchased
and paid in full Debtor for three waste sterilization machines, for
a total purchase price of One Million Five Hundred Thousand and
00/100 Dollars ($1,500,000), but Debtor has not yet paid in full
for the manufacture of such machines or delivered such machines to
Tech-Rock, LLC.
C. MedRock, LLC, has previously purchased
and paid in full Debtor for two waste sterilization machines, for a
total purchase price of One Million Three Hundred Seventy Five
Thousand and 00/100 Dollars ($1,375,000), but Debtor has not yet
paid in full for the manufacture of such machines or delivered such
machines to MedRock, LLC.
D. GK Waste, LLC, Tech-Rock, LLC, and
MedRock, LLC each have the same members.
E. The Debtor has agreed to grant Secured
Party a security interest in all the assets of Debtor to secure (i)
payment of the Promissory Note, (ii) manufacture, payment in full,
and delivery of the machines to Tech-Rock, LLC, and (iii)
manufacture, payment in full, and delivery of the machines to
MedRock, LLC
NOW, THEREFORE, the Debtor hereby agrees with
the Secured Party as follows:
ARTICLE I. DEFINITIONS
"Collateral" means all of the Debtor’s
rights, title and interest in all of the assets of Debtor both
tangible and intangible, including, but not limited to all
copyrights, license rights, patent applications (including, but not
limited to U.S. Patent Application No. 12/236,061 to Sampson,
entitled, "Bio-Waste Sterilizer," filed September 23, 2008, PCT
Patent Application No.PCT/US08/77415 to Sampson, entitled,
"Bio-Waste Sterilizer," filed
September 24, 2008), patents (either derived
from the patent applications or otherwise), patent rights,
trademarks (including, but not limited to U.S. Trademark
Application No. 77/456,397 to Globetech Environmental, Inc.,
entitled "GT Waste Sterilizer," filed April 23, 2008), trade names,
intellectual property, good will, technical assets, computer
programs, engineering, engineering drawings and designs, and all
rights to applications for patents or trademarks, and accounts
receivable.
"Event of Default" means any Event of Default (as defined in the
Promissory Note).
"Obligations" means any and all obligations and liabilities of
every nature of the Debtor to the Secured Party arising out of or
in connection with the Promissory Note or this Agreement. The
Obligations shall specifically include any and all principal,
interest (including without limitation interest that, but for the
filing of a petition in bankruptcy, would accrue on such
obligations), fees, expenses, indemnities or other obligations or
liabilities, whether 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 increased, created, or
incurred, as well as any and all of such obligations or liabilities
that are paid, to the extent such payment is avoided or recovered
directly or indirectly from the Secured Party as a preference,
fraudulent transfer, or otherwise, together with any and all
extensions or renewals of the foregoing.
ARTICLE II. GRANT OF SECURITY
INTEREST
To secure the payment and performance of the
Obligations, the Debtor hereby grants to the Secured Party a
continuing security interest in the Collateral and assigns the
Collateral to the Secured Party.
ARTICLE III. COVENANTS OF THE
DEBTOR
The Debtor shall fully perform each of the
covenants set forth below.
3.1 Further Documentation
At its own expense, the Debtor shall execute and
deliver any financing statement, any renewal, substitution or
correction thereof or any other document; and shall take any such
further action as the Secured Party may require in obtaining the
full benefits of this Agreement.
3.2 Filing Fees
The Debtor shall pay all costs of filing any
financing, continuation or termination statement with respect to
the security interest granted herein.
3.3 Liens
Except for any security interest granted by
Debtor to its primary lender to secure bank financing, the Debtor
will neither create nor permit the creation of any lien, charge,
pledge, security interest, encumbrance or other claim or interest
in the Collateral without the prior written consent of the Secured
Party.
3.4 Disposition of
Collateral
The Debtor shall not sell, transfer or otherwise
dispose of any of the Collateral without the prior written consent
of the Secured Party.
3.5 Indemnification
The Debtor agrees to pay, and to indemnify the
Secured Party and hold the Secured Party harmless from, all
liabilities, costs and expenses (including legal fees and expenses)
in connection with protecting or realizing on the Collateral,
enforcing any rights or remedies of the Secured Party or otherwise
arising out of this Agreement.
3.6 Notices
The Debtor will advise the Secured Party
promptly in reasonable detail (a) of any lien, charge, pledge,
security interest, encumbrance or other claim or interest asserted
against any of the Collateral and (b) of the occurrence of any
other event that could reasonably be expected to have a material
adverse effect on the Collateral.
3.7 Further Assurances
The Debtor agrees to take all actions which the
Secured Party may request to perfect or maintain the perfection of
the security interest granted herein and the Debtor authorizes the
Secured Party to take such actions on behalf of the Debtor,
including without limitation filing (including electronic or
facsimile filing) financing statements describing the Collateral,
which may include descriptions broader than
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