Attached files
| file | filename |
|---|---|
| 8-K - WIDEPOINT CORP | v195478_8k.htm |
| EX-10.1 - WIDEPOINT CORP | v195478_ex10-1.htm |
Exhibit
10.2
|
LOAN
NUMBER
|
LOAN
NAME
|
ACCT.
NUMBER
|
AGREEMENT
DATE
|
INITIALS
|
|
CL1004027501
|
WidePoint
Corporation
|
08/26/10
|
||
|
NOTE
AMOUNT
|
INDEX
(w/Margin)
|
RATE
|
MATURITY
DATE
|
LOAN
PURPOSE
|
|
$5,000,000.00
|
Wall
Street Journal Prime plus 0.500%
|
5.0%
|
09/30/11
|
Commercial
|
|
Creditor
Use Only
|
||||
COMMERCIAL
LOAN AGREEMENT
Accounts
Receivable and/or Inventory Financing
DATE AND PARTIES. The date of this Commercial Loan Agreement (Agreement) is August 26, 2010. The parties and their addresses are as follows:
LENDER:
CARDINAL
BANK
8270
Greensboro Drive
Suite
500
McLean,
VA 22102
BORROWER:
WIDEPOINT
CORPORATION
a
Delaware Corporation
One
Lincoln Centre
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
WIDEPOINT
IL, INC.
an
Illinois Corporation
One
Lincoln Centre
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
WP
NBIL, INC.
an
Illinois Corporation
One
Lincoln Centre
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.
a
Delaware Corporation
One
Lincoln Centre
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
OPERATIONAL
RESEARCH CONSULTANTS, INC.
a
Virginia Corporation
11250
Waples Mills, South Tower
Suite
250
Fairfax,
VA 22030
ISYS,
LLC
a
Virginia Limited Liability Company
One
Lincoln Center
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
ADVANCED
RESPONSE CONCEPTS CORPORATION
a
Delaware Corporation
One
Lincoln Centre
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
PROTEXX
ACQUISTION CORPORATION
a
Delaware Corporation
One
Lincoln Centre
18W140
Butterfield Road, Suite 1100
Oakbrook
Terrace, IL 60181
1. DEFINITIONS. For
the purposes of this Agreement, the following terms have the following
meanings.
A. Accounting
Terms. In this Agreement, any accounting terms that are not
specifically defined will have their customary meanings under generally accepted
accounting principles.
B.
Insiders. Insiders include those defined as insiders by the
United States Bankruptcy Code, as amended; or to the extent left undefined,
include without limitation any officer, employee, stockholder or member,
director, partner, or any immediate family member of any of the foregoing, or
any person or entity which, directly or indirectly, controls, is controlled by
or is under common control with me.
C. Loan. The Loan
refers to this transaction generally, including obligations and duties arising
from the terms of all documents prepared or submitted for this
transaction.
D. Loan
Documents. Loan Documents refer to all the documents executed
as a part of or in connection with the Loan.
E. Pronouns. The
pronouns "I", "me" and "my" refer to every Borrower signing this Agreement,
individually or together. "You" and "your" refers to the Loan's
lender.
F.
Property. Property is any property, real, personal or
intangible, that secures my performance of the obligations of this
Loan.
G. Asset-Based Financing
Definitions. For the purposes of this Agreement, the following
terms will have the following meanings.
(1) Account
Debtors. Account Debtors are persons who are obligated on the
Accounts Receivable.
(2) Account
Guarantors. Account Guarantors are persons who have guarantied
certain Accounts Receivable.
(3) Accounts
Receivable. Accounts Receivable will include all of the
following.
(a) Accounts and Other Rights
to Payment. All rights I have now or in the future to payments
including, but not limited to, payment for goods and other property sold or
leased or for services rendered, whether or not I have earned such payment by
performance. This includes any rights and interests (including all
guaranties, standby letters of credit, liens and security interests) which I may
have by law or agreement against any Account Debtor.
(b) General
Intangibles. All general intangibles including, but not limited to,
tax refunds, applications for patents, patents, copyrights, trademarks, trade
secrets, good will, trade names, customer lists, permits and franchises, and the
right to use my name.
(c) Proceeds. All
proceeds from the disposition or collection of Accounts Receivable.
(4) Eligible Accounts
Receivable. Eligible Accounts Receivable include all of my Accounts
Receivable that are and continue to be acceptable to you in all
respects. Criteria for eligibility may be revised by you at any
time. Eligible Accounts Receivable exclude all of the following
Accounts Receivable: the entire balance of any Accounts Receivable that has been
due and owing for more than 90 days from the invoice dates; all of the remaining
Accounts Receivable owed by an Account Debtor when this Account Debtor is
overdue on one account; and those which you in your sole discretion disqualify
as an Eligible Account.
(5)
Inventory. Inventory includes all inventory which I hold for
ultimate sale or lease, or which has been or will be supplied under contracts of
service, or which are raw materials, work in process, or materials used or
consumed in my business.
(6) Eligible
Inventory. Eligible Inventory includes all of my Inventory that is
and continues to be acceptable to you in all respects. Criteria for
eligibility may be revised by you at any time. Eligible Inventory
excludes all Inventory that I do not own or that is subject to a competing
claim, lien or encumbrance or that which you in your sole discretion disqualify
as Eligible Inventory.
(7) Value of Eligible
Inventory. The Value of Eligible Inventory is the lower of the
Eligible Inventory's cost or fair market value as determined by consistently
applied generally accepted accounting principles under the and any
additional written valuation guidelines you provide me.
(8) Overadvance. An
Overadvance is made when advances exceed the maximum outstanding Principal
balance.
2. ADVANCES. Advances
under this Agreement are made according to the following terms and
conditions.
A. Asset Based Financing - Revolving
Draw. In accordance with the terms of this Agreement and other
Loan Documents, you will extend to me and I may from time to time borrow, repay,
and reborrow, one or more advances. The amount of advances will not
exceed the lesser of $5,000,000.00 (Principal) or the Borrowing
Base. The Borrowing Base is the sum of the following
amounts.
(1) 80 percent of Eligible
Accounts Receivable.
(2) 0.00 percent of the Value
of Eligible Inventory, not to exceed $0.00.
As long
as I owe any amounts to you under the Loan, I will calculate this Borrowing Base
as of the close of my business day at the end of each month when line of credit
is in use, and within 10 busines days, and I will provide you with a Borrowing
Base Certificate containing an assignment of any Accounts Receivable and
Inventory. The Borrowing Base Certificate will be in form and
substance acceptable to you, will contain my Borrowing Base calculation and will
be certified and signed by me or my officer. My calculation of my
Borrowing Base is subject to your confirmation or
redetermination. Your calculation of the Borrowing Base will be the
final determination when your calculation of the Borrowing Base ratio differs
from mine.
B. Requests for
Advances. My requests are a warranty that I am in compliance
with all the Loan Documents. When required by you for a particular
method of advance, my requests for an advance must specify the requested amount
and the date and be accompanied with any agreements, documents, and instruments
that you require for the Loan. Any payment by you of any check, share
draft or other charge may, at your option, constitute an advance on the Loan to
me. All advances will be made in United States dollars. I
will indemnify you and hold you harmless for your reliance on any request for
advances that you reasonably believe to be genuine. To the extent
permitted by law, I will indemnify you and hold you harmless when the person
making any request represents that I authorized this person to request an
advance even when this person is unauthorized or this person's signature is not
genuine.
I or
anyone I authorize to act on my behalf may request advances by the following
methods.
(1) I make a request in
person.
(2) I make a request by
phone.
(3) I make a request by
mail.
(4) I make a request by fax.
or otherwise designate in writing circumstances for which advances will be
made.
C. Advance
Limitations. In addition to any other Loan conditions,
requests for, and access to, advances are subject to the following
limitations.
(1) Discretionary
Advances. You will make all Loan advances at your sole
discretion.
(2) Advance
Amount. Subject to the terms and conditions contained in this
Agreement, advances will be made in exactly the amount I request.
(3) Disbursement of
Advances. On my fulfillment of this Agreement's terms and conditions,
you will disburse the advance in any manner as you and I agree.
(4) Credit Limit. I
understand that you will not ordinarily grant a request for an advance that
would cause the unpaid principal of my Loan to be greater than the Principal
limit. You may, at your option, grant such a request without
obligating yourselves to do so in the future. I will pay any over
advances in addition to my regularly scheduled payments. I will repay
any over advance by repaying you in full within 10 days after the overdraft
occurs.
(5) Records. Your
records will be conclusive evidence as to the amount of advances, the Loan's
unpaid principal balances and the accrued interest.
(6) Repayment Of
Overadvances. I will pay any Overadvances in addition to my regularly
scheduled payments. I will repay any Overadvance by repaying you in
full within one day after the Overadvance occurs, except I may repay an
Overadvance of $100.00 or less within 3 days if the outstanding Principal
balance, including the excess, does not exceed the liquidation value of Accounts
Receivable and Inventory and the Overadvance resulted from you declaring
ineligible previously Eligible Accounts Receivable and
Inventory. Otherwise, I will repay any Overadvance by making periodic
payments to you as you request.
D. Conditions. I
will satisfy all of the following conditions before you either issue any
promissory notes or make any advances under this Agreement. These are
the minimum conditions under which you would consider making an advance, but
satisfaction of these conditions does not commit you to advancing funds under
this Agreement.
(1) No
Default. There has not been a default under this Agreement or any
other Loan Documents nor would a default result from making the Loan or any
advance.
(2)
Information. You have received all documents, information,
certifications and warranties as you may require, all properly executed, if
appropriate, on forms acceptable to you.
(3)
Inspections. You have made all inspections that you consider
necessary and are satisfied with this inspection.
(4) Conditions and
Covenants. I will have performed and complied with all conditions
required for an advance and all covenants in this Agreement and any other Loan
Documents.
(5) Warranties and
Representations. The warranties and representations contained in this
Agreement are true and correct at the time of making the requested
advance.
(6) Financial
Statements. My most recent financial statements, Inventory or
Accounts Receivable schedules and other financial reports, delivered to you, are
current, complete, true and accurate in all material respects and fairly
represent my financial condition.
(7) Bankruptcy
Proceedings. No proceeding under the United States Bankruptcy Code
has been commenced by or against me or any of my affiliates.
3. MATURITY DATE. I
agree to fully repay the Loan by September 30, 2011.
4. WARRANTIES AND
REPRESENTATIONS. I make to you the following warranties and
representations which will continue as long as this Loan is in effect, except
when this Agreement provides otherwise.
A. Power. I am duly
organized, and validly existing and in good standing in all jurisdictions in
which I operate. I have the power and authority to enter into this
transaction and to carry on my business or activity as it is now being conducted
and, as applicable, am qualified to do so in each jurisdiction in which I
operate.
B. Authority. The
execution, delivery and performance of this Loan and the obligation evidenced by
the Note are within my powers, have been duly authorized, have received all
necessary governmental approval, will not violate any provision of law, or order
of court or governmental agency, and will not violate any agreement to which I
am a party or to which I am or any of my property is subject.
C. Name and Place of
Business. Other than previously disclosed in writing to you I
have not changed my name or principal place of business within the last 10 years
and have not used any other trade or fictitious name. Without your
prior written consent, I do not and will not use any other name and will
preserve my existing name, trade names and franchises.
D. Hazardous
Substances. Except as I previously disclosed in writing and
you acknowledge in writing, no Hazardous Substance, underground tanks, private
dumps or open wells are currently located at, on, in, under or about the
Property.
E. Use of
Property. After diligent inquiry, I do not know or have reason
to know that any Hazardous Substance has been discharged, leached or disposed
of, in violation of any Environmental Law, from the property onto, over or into
any other property, or from any other property onto, over or into the
property.
F. Environmental
Laws. I have no knowledge or reason to believe that there is
any pending or threatened investigation, claim, judgment or order, violation,
lien, or other notice under any Environmental Law that concerns me or the
property. The property and any activities on the property are in full
compliance with all Environmental Law.
G. Loan
Purpose. The purpose of this Loan is working capital line of
credit.
H. No Other Liens. I own or
lease all property that I need to conduct my business and
activities. I have good and marketable title to all property that I
own or lease. All of my Property is free and clear of all liens,
security interests, encumbrances and other adverse claims and interests, except
those to you or those you consent to in writing.
I. Compliance With
Laws. I am not violating any laws, regulations, rules, orders,
judgments or decrees applicable to me or my property, except for those which I
am challenging in good faith through proper proceedings after providing adequate
reserves to fully pay the claim and its challenge should I lose.
5. FINANCIAL
STATEMENTS. I will prepare and maintain my financial records
using consistently applied generally accepted accounting principles then in
effect. I will provide you with financial information in a form that
you accept and under the following terms.
A. Certification. I
represent and warrant that any financial statements that I provide you fairly
represents my financial condition for the stated periods, is current, complete,
true and accurate in all material respects, includes all of my direct or
contingent liabilities and there has been no material adverse change in my
financial condition, operations or business since the date the financial
information was prepared.
B.
Frequency. Annually, I will provide to you my financial
statements, tax returns, annual internal audit reports or those prepared by
independent accountants as soon as available or at least within 120 days after
the close of each of my fiscal years. Any annual financial statements
that I provide you will be audited statements.
(1) Interim Financial Reports.
Each fiscal quarter, I will provide to you my financial statements, internal
audit reports or those prepared by independent accountants, tax reports,
statements of cash flow, budgets and forecasts, certificates and schedules of
Property as soon as available or at least within 45 days after the close of this
business period. Any interim financial statements that I provide you
will be reviewed statements.
(2) Inventory
Schedule. Each month (reporting period), I will provide you with an
Inventory schedule within 10 days after the end of this reporting period or with
the frequency and promptness you otherwise request. The Inventory
schedule will list the cost and wholesale value of all Inventory and all
Eligible Inventory. The Inventory schedule will also identify whether
a bailee has possession of the Inventory and whether the Inventory is
represented by a warehouse receipt, bill of lading or similar documents or
instruments. The Inventory schedule will identify the Accounts
Receivable, contracts, collections and property relating to the
Inventory.
(3) Accounts Receivable
Schedule. Each month (reporting period), I will provide you with an
Accounts Receivable schedule within 20 days after the end of this reporting
period or with the frequency and promptness you otherwise request.
C. Requested
Information. I will provide you with any other information
about my operations, financial affairs and condition within 30 days after your
request.
6. COVENANTS. Until
the Loan and all related debts, liabilities and obligations are paid and
discharged, I will comply with the following terms, unless you waive compliance
in writing.
A. Participation. I
consent to you participating or syndicating the Loan and sharing any information
that you decide is necessary about me and the Loan with the other participants
or syndicators.
B.
Inspection. Following your written request, I will immediately
pay for all one-time and recurring out-of-pocket costs that are related to the
inspection of my records, business or Property that secures the
Loan. Upon reasonable notice, I will permit you or your agents to
enter any of my premises and any location where my Property is located during
regular business hours to do the following.
(1) You may inspect, audit,
check, review and obtain copies from my books, records, journals, orders,
receipts, and any correspondence and other business related data.
(2) You may discuss my
affairs, finances and business with any one who provides you with evidence that
they are a creditor of mine, the sufficiency of which will be subject to your
sole discretion.
(3) You may inspect my
Property, audit for the use and disposition of the Property's proceeds and
proceeds of proceeds; or do whatever you decide is necessary to preserve and
protect the Property and your interest in the Property.
After
prior notice to me, you may discuss my financial condition and business
operations with my independent accountants, if any, or my chief financial
officer and I may be present during these discussions. As long as the
Loan is outstanding, I will direct all of my accountants and auditors to permit
you to examine my records in their possession and to make copies of these
records. You will use your best efforts to maintain the
confidentiality of the information you or your agents obtain, except you may
provide your regulator, if any, with required information about my financial
condition, operation and business or that of my parent, subsidiaries or
affiliates.
C. Business
Requirements. I will preserve and maintain my present
existence and good standing in the jurisdiction where I am organized and all of
my rights, privileges and franchises. I will do all that is needed or
required to continue my business or activities as presently conducted, by
obtaining licenses, permits and bonds everywhere I engage in business or
activities or own, lease or locate my property. I will obtain your
prior written consent before I cease my business or before I engage in any new
line of business that is materially different from my present
business.
D. Compliance with
Laws. I will not violate any laws, regulations, rules, orders,
judgments or decrees applicable to me or my Property, except for those which I
challenge in good faith through proper proceedings after providing adequate
reserves to fully pay the claim and its appeal should I lose. Laws
include without limitation the Federal Fair Labor Standards Act requirements for
producing goods, the federal Employee Retirement Income Security Act of 1974's
requirements for the establishment, funding and management of qualified deferred
compensation plans for employees, health and safety laws, environmental laws,
tax laws, licensing and permit laws. On your request, I will provide
you with written evidence that I have fully and timely paid my taxes,
assessments and other governmental charges levied or imposed on me, my income or
profits and my property. Taxes include without limitation sales
taxes, use taxes, personal property taxes, documentary stamp taxes, recordation
taxes, franchise taxes, income taxes, withholding taxes, FICA taxes and
unemployment taxes. I will adequately provide for the payment of
these taxes, assessments and other charges that have accrued but are not yet due
and payable.
E. New
Organizations. I will obtain your written consent before
organizing, merging into, or consolidating with an entity; acquiring all or
substantially all the assets of another; materially changing the legal
structure, management, ownership or financial condition; or effecting or
entering into a domestication, conversion or interest exchange.
F. Other
Liabilities. I will not incur, assume or permit any debt
evidenced by notes, bonds or similar obligations, except: debt up to
$0.00 in total purchase money loan or credit extensions; debt up to $0.00 in
total non-purchase money loan or credit extensions; debt in existence on the
date of this Agreement and fully disclosed to you; debt subordinated in payment
to you on conditions and terms acceptable to you; accounts payable incurred in
the ordinary course of my business and paid under customary trade terms or
contested in good faith with reserves satisfactory to you.
G. Notice to You. I
will promptly notify you of any material change in my financial condition, of
the occurrence of a default under the terms of this Agreement or any other Loan
Document, or a default by me under any agreement between me and any third party
which materially and adversely affects my property, operations, financial
condition or business.
H. Dispose of No
Assets. Without your prior written consent or as the Loan
Documents permit, I will not sell, lease, assign, transfer, dispose of or
otherwise distribute all or substantially all of my assets to any person other
than in the ordinary course of business for the assets' depreciated book value
or more.
I. Insurance. I
will obtain and maintain insurance with insurers, in amounts and coverages that
are acceptable to you and customary with industry practice. This may
include without limitation insurance policies for public liability, fire, hazard
and extended risk, workers compensation, and, at your request, business
interruption and/or rent loss insurance. At your request, I will
deliver to you certified copies of all of these insurance policies, binders or
certificates. I will obtain and maintain a mortgagee or lender loss
payee endorsement for you when these endorsements are available. I
will immediately notify you of cancellation or termination of
insurance. I will require all insurance policies to provide you with
at least 10 days prior written notice to you of cancellation or
modification. I consent to you using or disclosing information
relative to any contract of insurance required by the Loan for the purpose of
replacing this insurance. I also authorize my insurer and you to
exchange all relevant information related to any contract of insurance required
by any document executed as part of this Loan.
J. Property
Maintenance. I will keep all tangible and intangible property
that I consider necessary or useful in my business in good working condition by
making all needed repairs, replacements and improvements and by making all
rental, lease or other payments due on this property.
K. Property Loss. I
will immediately notify you, and the insurance company when appropriate, of any
material casualty, loss or depreciation to the Property or to my other property
that affects my business.
L. Minimum Tangible Net
Worth. I will maintain at all times a tangible net worth,
determined under consistently applied generally accepted accounting principles,
of $2,000,000.00 or more. Tangible net worth is the amount that total
assets exceed total liabilities. For determining tangible net worth,
total assets will exclude all intangible assets, including without limitation
goodwill, patents, trademarks, trade names, copyrights, and franchises, and will
also exclude all Accounts Receivable, owed by my Insiders, that do not provide
for a repayment schedule. To be measured quarterly.
M. Minimum Current
Ratio. I will maintain at all times a ratio of current assets
to current liabilities, determined under consistently applied generally accepted
accounting principles, of 1.1:1 or more. To be measured quarterly.
N. Additional
Taxes. I will pay all filing and recording costs and fees,
including any recordation, documentary or transfer taxes or stamps, that are
required to be paid with respect to this Loan and any Loan
Documents.
O. Additional
Covenants. BORROWING BASE (ADVANCES) The sum of the Borrowing
Base defined herein in the section entitled "2.ADVANCES" is amended to include
the following: "(3) 90 percent of those Eligible Accounts Receivable related to
payments due under contracts with the Unites States Government for which the
Borrower is the primary contractor.
The ratio
of FUNDED DEBT TO EBITDA shall not exceed 3.0:1.0. Funded Debt
defined as all balances due under short term debt and long term
debt. EBITDA defined as earnings before interest, taxes,
depreciation, amortization and 123R related expenses. To be measured
quarterly.
DEBT
COVERAGE RATIO. During the term of this agreement, Borrower will maintain a
ratio of EBITDA to current maturities of long term debt plus interest of 1.20:1
or more. To be measured quarterly on a rolling four quarter basis.
7. DEFAULT. I will be
in default if any of the following occur:
A. Payments. I fail
to make a payment in full when due.
B. Insolvency or
Bankruptcy. The death, dissolution or insolvency of,
appointment of a receiver by or on behalf of, application of any debtor relief
law, the assignment for the benefit of creditors by or on behalf of, the
voluntary or involuntary termination of existence by, or the commencement of any
proceeding under any present or future federal or state insolvency, bankruptcy,
reorganization, composition or debtor relief law by or against me or any
co-signer, endorser, surety or guarantor of this Agreement or any other
obligations I have with you.
C. Business
Termination. I merge, dissolve, reorganize, end my business or
existence, or a partner or majority owner dies or is declared legally
incompetent.
D. Failure to
Perform. I fail to perform any condition or to keep any
promise or covenant of this Agreement.
E. Other
Documents. A default occurs under the terms of any other Loan
Document.
F. Other
Agreements. I am in default on any other debt or agreement I
have with you.
G.
Misrepresentation. I make any verbal or written statement or
provide any financial information that is untrue, inaccurate, or conceals a
material fact at the time it is made or provided.
H. Judgment. I fail
to satisfy or appeal any judgment against me.
I. Forfeiture. The
Property is used in a manner or for a purpose that threatens confiscation by a
legal authority.
J. Name Change. I
change my name or assume an additional name without notifying you before making
such a change.
K. Property
Transfer. I transfer all or a substantial part of my money or
property.
L. Property
Value. You determine in good faith that the value of the
Property has declined or is impaired.
M. Material
Change. Without first notifying you, there is a material
change in my business, including ownership, management, and financial
conditions.
N. Insecurity. You
determine in good faith that a material adverse change has occurred in
Borrower's financial condition from the conditions set forth in Borrower's most
recent financial statement before the date of this Agreement or that the
prospect for payment or performance of the Loan is impaired for any
reason.
8. REMEDIES. After I
default, you may at your option do any one or more of the
following.
A.
Acceleration. You may make all or any part of the amount owing
by the terms of the Loan immediately due. If I am a debtor in a
bankruptcy petition or in an application filed under section 5(a)(3) of the
Securities Investor Protection Act, the Loan is automatically accelerated and
immediately due and payable without notice or demand upon filing of the petition
or application.
B. Sources. You may
use any and all remedies you have under state or federal law or in any Loan
Document.
C. Insurance
Benefits. You may make a claim for any and all insurance
benefits or refunds that may be available on my default.
D. Payments Made On My
Behalf. Amounts advanced on my behalf will be immediately due
and may be added to the balance owing under the terms of the Loan, and accrue
interest at the highest post-maturity interest rate.
E. Termination. You
may terminate my rights to obtain advances or other extensions of credit by any
of the methods provided in this Agreement.
F. Set-Off. You may
use the right of set-off. This means you may set-off any amount due
and payable under the terms of the Loan against any right I have to receive
money from you.
My right
to receive money from you includes any deposit or share account balance I have
with you; any money owed to me on an item presented to you or in your possession
for collection or exchange; and any repurchase agreement or other non-deposit
obligation. "Any amount due and payable under the terms of the Loan"
means the total amount to which you are entitled to demand payment under the
terms of the Loan at the time you set-off.
Subject
to any other written contract, if my right to receive money from you is also
owned by someone who has not agreed to pay the Loan, your right of set-off will
apply to my interest in the obligation and to any other amounts I could withdraw
on my sole request or endorsement.
Your
right of set-off does not apply to an account or other obligation where my
rights arise only in a representative capacity. It also does not
apply to any Individual Retirement Account or other tax-deferred retirement
account.
You will
not be liable for the dishonor of any check when the dishonor occurs because you
set-off against any of my accounts. I agree to hold you harmless from
any such claims arising as a result of your exercise of your right of
set-off.
G. Waiver. Except
as otherwise required by law, by choosing any one or more of these remedies you
do not give up your right to use any other remedy. You do not waive a
default if you choose not to use a remedy. By electing not to use any
remedy, you do not waive your right to later consider the event a default and to
use any remedies if the default continues or occurs again.
9. COLLECTION EXPENSES AND ATTORNEYS'
FEES. On or after Default, to the extent permitted by law, I
agree to pay all expenses of collection, enforcement or protection of your
rights and remedies under this Agreement or any other Loan
Document. Expenses include (unless prohibited by law) reasonable
attorneys' fees, court costs, and other legal expenses. These
expenses are due and payable immediately. If not paid immediately,
these expenses will bear interest from the date of payment until paid in full at
the highest interest rate in effect as provided for in the terms of this
Loan. All fees and expenses will be secured by the Property I have
granted to you, if any. In addition, to the extent permitted by the
United States Bankruptcy Code, I agree to pay the reasonable attorneys' fees
incurred by you to protect your rights and interests in connection with any
bankruptcy proceedings initiated by or against me.
10. APPLICABLE
LAW. This Agreement is governed by the laws of Virginia, the
United States of America, and to the extent required, by the laws of the
jurisdiction where the Property is located, except to the extent such state laws
are preempted by federal law. In the event of a dispute, the
exclusive forum, venue and place of jurisdiction will be in Virginia, unless
otherwise required by law.
11. JOINT AND INDIVIDUAL LIABILITY AND
SUCCESSORS. My obligation to pay the Loan is independent of
the obligation of any other person who has also agreed to pay it. You
may sue me alone, or anyone else who is obligated on the Loan, or any number of
us together, to collect the Loan. Extending the Loan or new
obligations under the Loan, will not affect my duty under the Loan and I will
still be obligated to pay the Loan. You may assign all or part of
your rights or duties under this Agreement or the Loan Documents without my
consent. If you assign this Agreement, all of my covenants,
agreements, representations and warranties contained in this Agreement or the
Loan Documents will benefit your successors and assigns. I may not
assign this Agreement or any of my rights under it without your prior written
consent. The duties of the Loan will bind my successors and
assigns.
12. AMENDMENT, INTEGRATION AND
SEVERABILITY. This Agreement may not be amended or modified by
oral agreement. No amendment or modification of this Agreement is
effective unless made in writing and executed by you and me. This
Agreement and the other Loan Documents are the complete and final expression of
the understanding between you and me. If any provision of this
Agreement is unenforceable, then the unenforceable provision will be severed and
the remaining provisions will still be enforceable.
13. INTERPRETATION. Whenever
used, the singular includes the plural and the plural includes the
singular. The section headings are for convenience only and are not
to be used to interpret or define the terms of this Agreement.
14. NOTICE, FINANCIAL REPORTS AND
ADDITIONAL DOCUMENTS. Unless otherwise required by law, any
notice will be given by delivering it or mailing it by first class mail to the
appropriate party's address listed in the DATE AND PARTIES section, or to any
other address designated in writing. Notice to one Borrower will be
deemed to be notice to all Borrowers. I will inform you in writing of
any change in my name, address or other application information. I
will provide you any financial statement or information you
request. All financial statements and information I give you will be
correct and complete. I agree to sign, deliver, and file any
additional documents or certifications that you may consider necessary to
perfect, continue, and preserve my obligations under this Loan and to confirm
your lien status on any Property. Time is of the
essence.
15. SIGNATURES. By
signing under seal, I agree to the terms contained in this
Agreement. I also acknowledge receipt of a copy of this
Agreement.
| BORROWER: | ||||||
| WidePoint Corporation | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
|
|||
|
James
T. McCubbin, Vice President
|
|
|||||
|
|
|
|||||
| Widepoint IL, Inc. | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||
| WP NBIL, Inc. | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||
| Chesapeake Government Technologies, Inc. | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||
| Operational Research Consultants, Inc. | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||
| iSYS, LLC | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||
| Advanced Response Concepts Corporation | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||
| Protexx Acquistion Corporation | ||||||
| By |
/s/
James T. McCubbin
|
(Seal)
|
||||
|
James
T. McCubbin, Vice President
|
||||||