GENERAL SECURITY AGREEMENT
THIS
GENERAL SECURITY AGREEMENT (this
“Agreement”) dated as of February 28, 2007 is made by Invisa, Inc., a Nevada
corporation, having a business at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (the “Debtor”), and Centurian Investors,
Inc., a Delaware corporation, having an address at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 34236(the “Secured Party”).
WITNESSETH
WHEREAS,
Debtor has issued promissory notes to the order of the Secured Party (as the
same may hereafter be amended, supplemented or restated from time to time,
the
“Note”); and
WHEREAS,
as further inducement to Secured Party to advance funds to Debtor pursuant
to
the terms of the Note, the Secured Party has required the execution and delivery
of this Agreement by the Debtor.
NOW,
THEREFORE, in return for valuable consideration, the parties hereby agree as
follows:
1. Definitions.
All
terms used herein and defined in the Note that are not otherwise defined herein
shall have the meanings given them in the Note. All terms defined in the UCC
and
not otherwise defined herein have the meanings assigned to them in the UCC.
In
addition, the following terms have the meanings set forth below or in the
referenced Section of this Agreement:
“Accounts”
means all of the Debtor’s accounts, as such term is defined in the UCC,
including each and every right of the Debtor to the payment of money, whether
such right to payment now exists or hereafter arises, whether such right to
payment arises out of a sale, lease or other disposition of goods or other
property, out of a rendering of services, out of a loan, out of the overpayment
of taxes or other liabilities, or otherwise arises under any contract or
agreement, whether such right to payment is created, generated or earned by
the
Debtor or by some other person who subsequently transfers such person’s interest
to the Debtor, whether such right to payment is or is not already earned by
performance, and howsoever such right to payment may be evidenced, together
with
all other rights and interests (including all Liens) which the Debtor may at
any
time have by law or agreement against any account debtor or other obligor
obligated to make any such payment or against any property of such account
debtor or other obligor; all including but not limited to all present and future
accounts, contract rights, loans and obligations receivable, chattel papers,
bonds, notes and other debt instruments, tax refunds and rights to payment
in
the nature of general intangibles.
“Collateral”
means all of the Debtor’s real and personal property Debtor’s Accounts, chattel
paper, deposit accounts, documents, Equipment, General Intangibles, goods,
instruments, Inventory, Investment Property, letter-of-credit rights, letters
of
credit, all sums on deposit in any Collateral Account; together with
(i) all substitutions and replacements for and products of any of the
foregoing; (ii) in the case of all goods, all
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accessions;
(iii) all accessories, attachments, parts, equipment and repairs now or
hereafter attached or affixed to or used in connection with any goods;
(iv) all warehouse receipts, bills of lading and other documents of title
now or hereafter covering such goods; (v) any money, or other assets of the
Debtor that now or hereafter come into the possession, custody, or control
of
the Debtor; and (vi) proceeds of any and all of the foregoing.
“Equipment”
means all of the Debtor’s equipment, as such term is defined in the UCC, whether
now owned or hereafter acquired and wherever located, including but not limited
to all present and future machinery, vehicles, furniture, fixtures,
manufacturing equipment, shop equipment, office and recordkeeping equipment,
parts, tools, supplies, and including specifically the goods described in any
equipment schedule or list herewith or hereafter furnished to the Lender by
the
Debtor.
“Escrowed
Shares” means Twenty Million (20,000,000.00) shares of common stock of Debtor,
issued to Secured Party and placed in escrow in accordance with the terms of
this Agreement.
“Event
of
Default” has the meaning given in Section 6.
“General
Intangibles” means all of the Debtor’s general intangibles, as such term is
defined in the UCC, whether now owned or hereafter acquired, including all
present and future Intellectual Property Rights, customer or supplier lists
and
contracts, manuals, operating instructions, permits, franchises, the right
to
use the Debtor’s name, and the goodwill of the Debtor’s business.
“Intellectual
Property Rights” means all actual or prospective rights arising in connection
with any intellectual property or other proprietary rights, including all rights
arising in connection with copyrights, patents, service marks, trade dress,
trade secrets, trademarks, trade names or mask works.
“Inventory”
means all of the Debtor’s inventory, as such term is defined in the UCC, whether
now owned or hereafter acquired, whether consisting of whole goods, spare parts
or components, supplies or materials, whether acquired, held or furnished for
sale, for lease or under service contracts or for manufacture or processing,
and
wherever located.
“Investment
Property” means all of the Debtor’s investment property, as such term is defined
in the UCC, whether now owned or hereafter acquired, including but not limited
to all securities, security entitlements, securities accounts, commodity
contracts, commodity accounts, stock dividends, mutual fund shares, money market
shares and U.S. Government securities.
“Lien”
means any security interest, mortgage, deed of trust, pledge, lien, charge,
encumbrance, title retention agreement or analogous instrument or device,
including the interest of each lessor under any capitalized lease and the
interest of any bondsman under any payment or performance bond, in, of or on
any
assets or properties of a person,
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whether
now owned or hereafter acquired and whether arising by agreement or operation
of
law.
“Obligations”
means the obligations of Debtor under the Note, and any extensions, renewals
or
replacements thereof.
“Permitted
Liens” means (i) the Security Interest or (ii) Liens in existence on the
date hereof and described on Exhibit
C hereto.
“Security
Interest” has the meaning given in Section 2.
“UCC”
means Uniform Commercial Code as in effect from time to time in the State of
Florida.
2. Security
Interest in the Collateral.
The
Debtor hereby grants, transfer, assigns and conveys the Secured Party a to
create in favor of the Secured Parties a valid, perfected and continuing
perfected first priority Lien and security interest (the “Security Interest”) in
the Collateral and the Escrowed Shares to secure payment of the
Obligations.
3. Security
Interest in the Escrowed Shares.
(a) As
additional collateral security for the due payment and performance of the
Obligations, Debtor shall issue a certificate in the name of Secured Party
evidencing the Escrowed Shares and deposit the same with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the
“Escrow Agent”) and by depositing the Escrowed Shares with the Escrow Agent,
Debtor hereby grants to the Secured Party a security interest in all the
Escrowed Shares.
4.
Priority.
The
Obligations shall be a senior obligation of Debtor, and for so long as the
Obligations shall be outstanding, any and all future indebtedness incurred
by
Debtor shall be deemed subordinate and inferior in all respective right, title
and interest, to the Obligations and any and all documents and instruments
evidencing, securing or otherwise relating to the Obligations.
4. Representations,
Warranties and Agreements.
The
Debtor hereby represents, warrants and agrees as follows:
(a) Title.
The
Debtor (i) has absolute title to each item of Collateral in existence on
the date hereof, free and clear of all Liens except for the Permitted Liens,
(ii) will have, at the time the Debtor acquires any rights in Collateral
hereafter arising, absolute title to each such item of Collateral free and
clear
of all Liens except Permitted Liens, (iii) will keep all Collateral free
and clear of all Liens except Permitted Liens, and (iv) will defend the
Collateral against all claims or demands of all persons other than the Secured
Party. The Debtor will not sell or otherwise dispose of the Collateral or any
interest therein, outside the ordinary course of business, without the prior
written consent of the Secured Party.
Chief
Executive Office; Identification Number.
The
Debtor’s chief executive office and principal place of business is located at
the address set forth above. The Debtor’s federal employer identification number
is correctly set forth under its signature below.
(b) Location
of Collateral.
As of
the date hereof, the tangible Collateral is located only in the states and
at
the address, as identified on Exhibit
A
attached
hereto. The Debtor will not permit any tangible Collateral to be located in
any
state (and, if county filing is required, in any county) in which a financing
statement covering such Collateral is required to be, but has not in fact been,
filed in order to perfect the Security Interest.
(c) Changes
in Name, Constituent Documents, Location.
The
Debtor will not change its name, articles of incorporation or bylaws, or
jurisdiction of organization, without the prior written consent of the Secured
Party. The Debtor will not change its business address, without thirty (30)
days’ prior written notice to the Secured Party.
(d) Fixtures.
The
Debtor will not permit any tangible Collateral to become part of or to be
affixed to any real property without first assuring to the reasonable
satisfaction of the Secured Party that the Security Interest will be prior
and
senior to any Lien then held or thereafter acquired by any mortgagee of such
real property or the owner or purchaser of any interest therein. If any part
or
all of the tangible Collateral is now or will become so related to particular
real estate as to be a fixture, the real estate concerned is accurately set
forth in Exhibit B hereto.
(e) Rights
to Payment.
Each
right to payment and each instrument, document, chattel paper and other
agreement constituting or evidencing Collateral is (or will be when arising,
issued or assigned to the Secured Party) the valid, genuine and legally
enforceable obligation, subject to no defense, setoff or counterclaim (other
than those arising in the ordinary course of business), of the account debtor
or
other obligor named therein or in the Debtor’s records pertaining thereto as
being obligated to pay such obligation. The Debtor will neither agree to any
material modification or amendment nor agree to any forbearance, release or
cancellation of any such obligation, and will not subordinate any such right
to
payment to claims of other creditors of such account debtor or other
obligor.
(f) Commercial
Tort Claims.
Promptly upon knowledge thereof, the Debtor will deliver to the Secured Party
notice of any commercial tort claims it may bring against any person, including
the name and address of each defendant, a summary of the facts, an estimate
of
the Debtor’s damages, copies of any complaint or demand letter submitted by the
Debtor, and such other information as the Secured Party may request. Upon
request by the Secured Party, the Debtor will grant the Secured Party a security
interest in all commercial tort claims it may have against any
person
(h)
Escrowed
Shares.
Debtor
has taken all actions necessary to issue, in the name of Secured Party, the
Escrowed Shares, so that if an Event of Default shall occur and be continuing
under the Note and Secured Party exercise its rights under this Agreement,
such
shares, when delivered to Secured Party, shall be validly issued, fully paid
and
non-assessable, free of any and all Liens. Upon delivery of the Escrowed Shares
to the Escrow Agent, this Agreement creates and grants a valid first lien on
and
perfected security interest in the Escrowed Shares, subject to no prior security
interest, lien, charge, or encumbrance or to any agreement purporting to grant
to any third party a security interest in the property or assets of the Debtor
which would include the Escrowed Shares.
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5.
Miscellaneous
Covenants.
The
Debtor will:
(a)
keep
all tangible Collateral in good repair, working order and condition, normal
depreciation excepted, and will, from time to time, replace any worn, broken
or
defective parts thereof;
(b)
promptly pay all taxes and other governmental charges levied or assessed upon
or
against any Collateral or upon or against the creation, perfection or
continuance of the Security Interest;
(c)
at
all reasonable times, permit the Secured Party or its representatives to examine
or inspect any Collateral, wherever located, and to examine, inspect and copy
the Debtor’s books and records pertaining to the Collateral and its business and
financial condition and to send and discuss with account debtors and other
obligors requests for verifications of amounts owed to the Debtor;
(d)
keep
accurate and complete records pertaining to the Collateral and pertaining to
the
Debtor’s business and financial condition and submit to the Secured Party such
periodic reports concerning the Collateral and the Debtor’s business and
financial condition as the Secured Party may from time to time reasonably
request;
(e)
promptly notify the Secured Party of any loss of or material damage to any
Collateral or of any adverse change, known to the Debtor, in the prospect of
payment of any sums due on or under any instrument, chattel paper, or account
constituting Collateral;
(f)
if
the Secured Party at any time so requests (after the occurrence of an Event
of
Default), promptly deliver to the Secured Party any instrument, document or
chattel paper constituting Collateral, duly endorsed or assigned by the
Debtor;
(g)
at
all times keep all tangible Collateral insured against risks of fire (including
so-called extended coverage), theft, collision (in case of Collateral consisting
of motor vehicles) and such other risks and in such amounts as the Secured
Party
may reasonably request, with any such policies containing a lender loss payable
endorsement acceptable to the Secured Party;
(i)
if
any Collateral consists of a motor vehicle, execute such documents as may be
required to have the Security Interest properly noted on a certificate of
title;
(j)
pay
when due or reimburse the Secured Party on demand for all costs of collection
of
any of the Obligations and all other out-of-pocket expenses (including in each
case all reasonable attorneys’ fees) incurred by the Secured Party in connection
with the creation, perfection, satisfaction, protection, defense or enforcement
of the Security Interest or the creation, continuance, protection, defense
or
enforcement of this Agreement or any or all of the Obligations, including
expenses incurred in any litigation or bankruptcy or insolvency
proceedings;
(k)
execute, deliver or endorse any and all instruments, documents, assignments,
security agreements and other agreements and writings which the Secured Party
may at any time
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reasonably
request in order to secure, protect, perfect or enforce the Security Interest
and the Secured Party’s rights under this Agreement;
(l)
not
use or keep any Collateral, or permit it to be used or kept, for any unlawful
purpose or in violation of any federal, state or local law, statute or
ordinance;
(m)
not
sell, convey or otherwise dispose of any shares of the Escrowed Shares or any
interest therein, nor will Debtor create incur or permit to exist any Lien
whatsoever with respect to any of the Escrowed Shares;
(n)
not
consent to or approve the issuance of any additional shares of any class of
Debtor’s capital stock, except as may be required by any agreements currently in
effect as of the date hereof; and
(o)
not
amend its Certificate of Incorporation or Bylaws without the express written
consent of the Secured Party.
6.
Secured
Party’s Right to Take Action.
The
Debtor authorizes the Secured Party to file from time to time where permitted
by
law, such financing statements against collateral described as “all personal
property” or as to the Escrowed Shares, as the Secured Party deems necessary or
useful to perfect the Security Interest. The Debtor will not amend any financing
statements in favor of the Secured Party except as permitted by law. Further,
if
the Debtor at any time fails to perform or observe any agreement contained
herein, and if such failure continues for a period of ten (10) days (or, in
the
case of the agreements contained in clauses (b) and (g) of Section 5,
immediately upon the occurrence of such failure, without notice or lapse of
time), the Secured Party may (but need not) perform or observe such agreement
on
behalf and in the name, place and stead of the Debtor (or, at the Secured
Party’s option, in the Secured Party’s own name) and may (but need not) take any
and all other actions which the Secured Party may reasonably deem necessary
to
cure or correct such failure (including, without limitation the payment of
taxes, the satisfaction of security interests, liens, or encumbrances, the
performance of obligations under contracts or agreements with account debtors
or
other obligors, the procurement and maintenance of insurance, the execution
of
financing statements, the endorsement of instruments, and the procurement of
repairs or transportation); and, except to the extent that the effect of such
payment would be to render any loan or forbearance of money usurious or
otherwise illegal under any applicable law, the Debtor shall thereupon pay
the
Secured Party on demand the amount of all moneys expended and all costs and
expenses (including reasonable attorneys’ fees) incurred by the Secured Party in
connection with or as a result of the Secured Party’s performing or observing
such agreements or taking such actions, together with interest thereon from
the
date expended or incurred by the Secured Party at the highest rate then
applicable to any of the Obligations. To facilitate the performance or
observance by the Secured Party of such agreements of the Debtor, the Debtor
hereby irrevocably appoints (which appointment is coupled with an interest)
the
Secured Party, or its delegate, as the attorney-in-fact of the Debtor with
the
right (but not the duty) from time to time to create, prepare, complete,
execute, deliver, endorse or file, in the name and on behalf of the Debtor,
any
and all instruments, documents, financing statements, applications for insurance
and
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other
agreements and writings required to be obtained, executed, delivered or endorsed
by the Debtor under this Section 6 and Section 7.
7.
Rights
of Secured Party.
At any
time after an Event of Default, the Secured Party may take any or all of the
following actions:
(a) Account
Verification.
The
Secured Party may at any time and from time to time send or require the Debtor
to send requests for verification of accounts or notices of assignment to
account debtors and other obligors.
(b) Collateral
Account.
The
Secured Party may require the Debtor to establish a collateral account for
the
deposit of checks, drafts and cash payments made by the Debtor’s account
debtors. If a collateral account is so established, the Debtor shall promptly
deliver to the Secured Party, for deposit into said collateral account, all
payments on Accounts and chattel paper received by it. All such payments shall
be delivered to the Secured Party in the form received (except for the Debtor’s
endorsement where necessary). Until so deposited, all payments on Accounts
and
chattel paper received by the Debtor shall be held in trust by the Debtor for
and as the property of the Secured Party and shall not be commingled with any
funds or property of the Debtor. All deposits in said collateral account shall
constitute proceeds of Collateral and shall not constitute payment of any
Obligation. Unless otherwise agreed in writing, the Debtor shall have no right
to withdraw amounts on deposit in any collateral account.
(c) Direct
Collection.
The
Secured Party may notify any account debtor, or any other person obligated
to
pay any amount due, that the related chattel paper, Account, or other right
to
payment has been assigned or transferred to the Secured Party for security
and
shall be paid directly to the Secured Party. At any time after the Secured
Party
or the Debtor gives such notice to an account debtor or other obligor, the
Secured Party may (but need not), in its own name or in the Debtor’s name,
demand, ▇▇▇ for, collect or receive any money or property at any time payable
or
receivable on account of, or securing, any such chattel paper, Account, or
other
right to payment, or grant any extension to, make any compromise or settlement
with or otherwise agree to waive, modify, amend or change the obligations
(including collateral obligations) of any such account debtor or other
obligor.
8. Assignment
of Insurance.
The
Debtor hereby assigns to the Secured Party, as additional security for the
payment of the Obligations, any and all moneys (including but not limited to
proceeds of insurance and refunds of unearned premiums) due or to become due
under, and all other rights of the Debtor under or with respect to, any and
all
policies of insurance covering the Collateral, and the Debtor hereby directs
the
issuer of any such policy to pay any such moneys directly to the Secured Party.
After the occurrence of an Event of Default, the Secured Party may (but need
not), in its own name or in the Debtor’s name, execute and deliver proofs of
claim, receive all such moneys, endorse checks and other instruments
representing payment of such moneys, and adjust, litigate, compromise or release
any claim against the issuer of any such policy.
9. Events
of Default.
Each of
the following occurrences shall constitute an event of default under this
Agreement (herein called “Event of Default”): (a) a breach of the
representations, warranties, covenants and agreements of Debtor shall occur
under the Note; (b)
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the
Debtor shall fail to pay any or all of the Obligations when due; (c) the Debtor
shall fail to observe or perform any covenant or agreement herein binding on
it;
or (d) any of the representations or warranties contained in Section 4 shall
prove to have been incorrect in any material respect when made.
10. Remedies
upon Event of Default.
Upon
the occurrence of an Event of Default and at any time thereafter, the Secured
Party may exercise any one or more of the following rights and remedies:
(i) exercise any remedy available under the Note, (ii) declare all
unmatured Obligations to be immediately due and payable, and the same shall
thereupon be immediately due and payable, without presentment or other notice
or
demand; (iii) on or after the Final Payment Date, exercise and enforce any
or all rights and remedies available upon default to a secured party under
the
UCC, including but not limited to the right to take possession of any
Collateral, proceeding without judicial process or by judicial process (without
a prior hearing or notice thereof, which the Debtor hereby expressly waives),
and the right to sell, lease or otherwise dispose of any or all of the
Collateral, and in connection therewith, the Secured Party may require the
Debtor to make the Collateral available to the Secured Party at a place to
be
designated by the Secured Party which is reasonably convenient to both parties,
and if notice to the Debtor of any intended disposition of Collateral or any
other intended action is required by law in a particular instance, such notice
shall be deemed commercially reasonable if given (in the manner specified in
Section 12) at least five (5) days prior to the date of intended disposition
or
other action; and (iv) exercise or enforce any or all other rights or
remedies available to the Secured Party by law or agreement against the
Collateral, against the Debtor or against any other person or persons, and,
upon
notification of the Escrow Agent in accordance with Section __ hereof, take
possession of the Escrowed Shares. The Secured Party is hereby granted a
nonexclusive, worldwide and royalty-free license to use or otherwise exploit
all
Intellectual Property Rights owned by or licensed to the Debtor that the Secured
Party deems necessary or appropriate to the disposition of any
Collateral.
11. Other
Personal Property.
Unless
at the time the Secured Party takes possession of any tangible Collateral,
or
within five days thereafter, the Debtor gives written notice to the Secured
Party of the existence of any goods, papers or other property of the Debtor,
not
affixed to or constituting a part of such Collateral, but which are located
or
found upon or within such Collateral, describing such property, the Secured
Party shall not be responsible or liable to the Debtor for any action taken
or
omitted by or on behalf of the Secured Party with respect to such
property.
12. Notices;
Requests for Accounting.
All
notices and other communications hereunder shall be in writing and shall be
(a) personally delivered, (b) sent by first class United States mail,
(c) sent by overnight courier of national reputation, or
(d) transmitted by telecopy, in each case addressed or telecopied to the
party to whom notice is being given at its address or telecopier number as
set
forth below its signature or, as to each party, at such other address or
telecopier number as may hereafter be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section. All such notices, requests, demands and other communications shall
be
deemed to have been given on (i) the date received if personally delivered,
(ii) when deposited in the mail if delivered by mail, (iii) the date
sent if sent by overnight courier, or (iv) the date of transmission if
delivered by telecopy. All requests under Section 9-210 of the UCC
(i) shall be made in a writing signed by an authorized person,
(ii) shall
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be
personally delivered, sent by registered or certified mail, return receipt
requested, or by overnight courier of national reputation (iii) shall be
deemed to be sent when received by the Secured Party and (iv) shall otherwise
comply with the requirements of Section 9-210. The Debtor requests that the
Secured Party respond to all such requests which on their face appear to come
from an authorized individual and releases the Secured Party from any liability
for so responding. The Debtor shall pay Secured Party the maximum amount allowed
by law for responding to such requests.
13.
Provisions
relating to the Escrow Agent.
(a) The
parties hereto hereby appoint and designate the Escrow Agent, and the Escrow
Agent agrees to serve, as escrow agent for the purposes set forth herein.
(a)
The
Escrow Agent agrees to receive from Debtor, as escrow agent, newly issued
certificated representing the Escrowed Shares in the name of Secured Party
for
deposit in with the Escrow Agent to be held in escrow, in accordance with the
terms and provisions of this Agreement. The Escrow Agent shall hold the Escrowed
Shares until the same shall be delivered as provided in this Section
13.
(b)
Upon
the occurrence of an Event of Default hereunder or under the Note, Secured
Party
shall deliver a copy of the Default Notice to Escrow Agent, simultaneously
with
the delivery of the same to Escrow Agent. In the event that Debtor shall fail
to
satisfy all of the outstanding Obligations on or before the Final Payment Date,
thereof, Secured Party shall notify Escrow Agent in writing that Debtor has
not
fulfilled its Obligations and instruct the Escrow Agent to release the Escrowed
Shares to Secured Party. In the event that Debtor shall satisfy all of the
outstanding Obligations at the Maturity Date, or, in the case of an Event of
Default, on or before the Final Payment Date, Secured Party shall notify Escrow
Agent in writing that the Obligations have been satisfied and instruct Escrow
Agent to release the Escrowed Shares to Debtor and Debtor shall thereafter
cancel such certificates evidencing the Escrowed Shares and return the same
to
treasury. Within five (5) days after receipt by the Escrow Agent of any written
notice hereunder, the Escrow Agent shall deliver the Escrowed Shares, to the
party or parties in the manner set forth in the written notice.
(c)
The
Escrow Agent shall not be entitled to any fees or expense for acting as
such.
(d)
The
Escrow Agent’s acceptance of its duties under this Agreement is subject to the
following terms and conditions, which shall govern and control with respect
to
its rights, duties, liabilities and immunities:
(i) The
Escrow Agent makes no representations or warranties and has no responsibilities
as to the correctness of any statement contained herein, and the Escrow Agent
shall not be required to inquire as to the performance of any obligation under
any agreement or document other than this Agreement.
The
Escrow Agent shall be protected in acting upon any written notice, request,
waiver, consent, receipt or other paper or document from Secured Party only
as
to its due execution and the validity and effectiveness of its provisions,
but
also as to the truth of any
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information
therein contained and what it purports to be. The Escrow Agent shall be entitled
to rely upon any certification, instruction, notice or other writing delivered
to it in compliance with the provisions of this Agreement without being required
to determine the authenticity or the correctness of any fact stated therein
or
the propriety or validity thereof. The Escrow Agent may act or fail to act
in
reliance upon any instrument comporting with the provisions of this Agreement
or
signature believed by it, without independent investigation, to be genuine
and
may assume that any person purporting to give notice or advice or make any
statement or execute any document in connection with the provisions hereof
has
been duly authorized to do so.
(ii) The
sole
duty of the Escrow Agent, other than as herein specified, shall be to receive
the Escrowed Shares and hold the same subject to release, in accordance with
the
written instructions of Secured Party, or as otherwise provided
herein.
(iii) The
Escrow Agent may, at any time, resign and be discharged from its duties
hereunder by providing written notice to each of Debtor and Secured Party and
depositing the Escrow Deposit with a successor escrow agent designated by Debtor
and Secured Party. Upon receipt of the Escrow Agent’s resignation, Debtor and
Secured Party shall promptly appoint a successor escrow agent. If no successor
shall have been appointed within ten (10) days after the mailing of notice
of
resignation by the Escrow Agent, then the Escrow Agent shall be entitled to
deposit any or all of the Escrow Deposit with a court of competent
jurisdiction.
(e)
Notwithstanding to the contrary herein, at any time the Escrow Agent shall
have
the right, in its sole discretion, to deposit the Escrowed Shares with a court
having competent jurisdiction, in which event the Escrow Agent shall give
written notice of such deposit to each of the other parties hereto. Upon such
deposit, the Escrow Agent shall be relieved and discharged of all further duties
and responsibilities with respect to the Escrowed Shares.
(f)
The
parties hereto jointly and severally indemnify and hold Escrow Agent harmless
from any damage, loss, claim or action arising from his service as Escrow Agent
hereunder, provided however, Escrow Agent shall not be indemnified for
intentional wrong doing by Escrow Agent or acts by Escrow Agent of gross
negligence.
14. Miscellaneous.
This
Agreement has been duly and validly authorized by all necessary corporate
action. This Agreement does not contemplate a sale of accounts, or chattel
paper. This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interest can be released, only explicitly in a
writing signed by the Secured Party, and, in the case of amendment or
modification, in a writing signed by the Debtor and the Secured Party. A waiver
signed by the Secured Party shall be effective only in the specific instance
and
for the specific purpose given. Mere delay or failure to act shall not preclude
the exercise or enforcement of any of the Secured Party’s rights or remedies.
All rights and remedies of the Secured Party shall be cumulative and may be
exercised singularly or concurrently, at the Secured Party’s option, and the
exercise or enforcement of any one such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other. The Secured
Party’s duty of care with respect to Collateral in its possession (as imposed by
law) shall be deemed fulfilled if the Secured Party exercises reasonable care
in
physically safekeeping such Collateral
9
or,
in
the case of Collateral in the custody or possession of a bailee or other third
person, exercises reasonable care in the selection of the bailee or other third
person, and the Secured Party need not otherwise preserve, protect, insure
or
care for any Collateral. The Secured Party shall not be obligated to preserve
any rights the Debtor may have against prior parties, to realize on the
Collateral at all or in any particular manner or order, or to apply any cash
proceeds of Collateral in any particular order of application. This Agreement
shall be binding upon and inure to the benefit of the Debtor and the Secured
Party and their respective successors and assigns and shall take effect when
signed by the Debtor and delivered to the Secured Party, and the Debtor waives
notice of the Secured Party’s acceptance hereof. The Secured Party may execute
this Agreement if appropriate for the purpose of filing, but the failure of
the
Secured Party to execute this Agreement shall not affect or impair the validity
or effectiveness of this Agreement. A carbon, photographic or other reproduction
of this Agreement or of any financing statement signed by the Debtor shall
have
the same force and effect as the original for all purposes of a financing
statement. This Agreement shall be governed by and construed in accordance
with
the substantive laws (other than conflict laws) of the State of Florida. If
any
provision or application of this Agreement is held unlawful or unenforceable
in
any respect, such illegality or unenforceability shall not affect other
provisions or applications which can be given effect and this Agreement shall
be
construed as if the unlawful or unenforceable provision or application had
never
been contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the Obligations.
The parties hereto hereby (i) consent to the personal jurisdiction of the
state and federal courts located in the State of Florida in connection with
any
controversy related to this Agreement; (ii) waive any argument that venue
in any such forum is not convenient, (iii) agree that any litigation
initiated by the Secured Party or the Debtor in connection with this Agreement
or the Acquisition Agreement and all documents executed in connection therewith
may be venued in either the Florida state courts or federal courts; and
(iv) agree that a final judgment in any such suit, action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
THE
PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
ON OR
PERTAINING TO THIS AGREEMENT.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN
WITNESS WHEREOF, the parties hereto have executed this Security Agreement as
of
the date and year first above written.
|
EIN:
▇▇-▇▇▇▇▇▇▇
|
INVISA,
INC., Debtor
By:/s/▇▇▇▇▇▇
▇. ▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:
Chief Financial Officer
|
|
CENTURIAN
INVESTORS, INC.
By:/s/▇▇▇▇▇▇
▇. ▇▇▇▇
Name:▇▇▇▇▇▇
▇. ▇▇▇▇
Title:Chief
Executive Officer
|
Signature
Page to Security Agreement
11
EXHIBIT
A
LOCATION
OF COLLATERAL
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
12
EXHIBIT
B
LEGAL
DESCRIPTION
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
13
EXHIBIT
C
PERMITTED
LIENS
All
liens in existence on the date hereof and any lien created in the ordinary
conduct of business by Invisa.