Exhibit 10.1
PURCHASE AND SALE AGREEMENT
1. PURCHASE OF ACCOUNTS
1.1 K CAPITAL PARTNERS, INC., ("KCap"), with its principal place of
business at 0X Xxxxxx Xxxxx Xx., Xxxxx Xxxxx, XX 00000, hereby purchases from
Plangraphics, Inc., a Maryland company and PlanGraphics, Inc. (a Colorado
company), (Taxpayer Id. No. 00-0000000) with its principal place of business at
000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, XX 00000, ("Seller") and Seller hereby sells,
transfers, and assigns to KCap as Seller's sole Factor and as absolute owner,
all of Seller's right, title and interest in and to (i) those specific accounts
receivable (the "Accounts") owing to Seller and accepted by KCap as set forth on
the assignment forms provided by KCap pursuant to Section 1.2 (the
"Assignments") together with all rights of action accrued or to accrue thereon,
including without limitation, full power to collect, xxx for, compromise,
assign, in whole or in part, or in any other manner enforce collection thereof
in KCap's name or otherwise, (ii) all notes, drafts, contracts, books and
records evidencing or relating to the Accounts, and all Seller's rights with
respect to the goods represented by such Accounts, including goods returned by
any customer or obligor in any way obligated on or in connection with the
Accounts (the "Account Debtor"), (iii) all rights of stoppage in transit,
replevin, repossession and reclamation and all other rights of action of an
unpaid vendor or lienor, (iv) all deposits or other security for the obligation
of any person under or relating to the Accounts and (v) all payments or other
proceeds of the foregoing in any form. At any one time, the aggregate
outstanding Purchase Price (hereinafter defined) for all Accounts, which KCap
will purchase or consider purchasing, shall be not greater than $1,500,000.00.
1.2 From time to time hereafter, Seller may deliver to KCap and KCap may
accept, in its sole and absolute discretion, Assignments reflecting Seller's
sale to KCap and KCap's purchase from Seller of the Accounts therein described.
All such Assignments shall contain one or more Accounts accepted by KCap. The
aggregate net face value of each Assignment shall not be less than $250.00. All
such sales shall be separate transactions, but the Accounts described therein,
upon KCap's acceptance thereof, shall be deemed Accounts hereunder and shall be
governed by and subject to the terms and conditions of this Agreement,
including, without limitation, the representations, warranties and covenants
herein contained, without further action.
1.3 Concurrent with the purchase of Seller's Accounts, KCap will establish
for Seller a Reserve Account ("Reserve"). The Reserve will hold a) the
difference between the Accounts Purchase Price and the Down Payment and other
expenses (as described in 1.4 below), b) payments received from all non-factored
accounts, and c) any other sources of cash. Payment of funds in the Reserve will
be made to you on each Friday, subject to the terms of Paragraph 1.4 below, less
a hold back for all disputed Accounts (as defined in paragraph 5) assigned to
KCap that are eighty (80) or more days from the invoice date.
1.4 Upon KCap's receipt and acceptance of each Assignment, KCap shall pay
to Seller eighty percent (80%) of the net face value of the Accounts therein
described (the "Down Payment"). All advances will be sent to Seller by check or
by direct deposit into Seller's checking account if Seller and KCap both have
the same bank. Advance made via wire will be subject to a $20.00 wire fee. On
the Friday following the week in which all Accounts set forth on the applicable
Assignment have been collected in good funds, KCap will pay to the Seller from
the Reserve the amount of the Purchase Price minus (i) the Down Payment and (ii)
all returns, credits, allowances and discounts on the shortest or, at KCap's
option, on any alternative terms of sale offered by Seller to Account Debtors,
and all other unpaid sums charged or chargeable to Seller's account which shall
include but not be limited to all costs and expenses (including attorneys'
fees), of any kind and nature, which KCap may incur in (a) filing notices, (b)
making lien or title examinations, (c) protecting, maintaining, preserving or
enforcing Assigned Accounts or (d) defending or prosecuting any actions or
proceedings related to this Agreement shall be added to and deemed part of your
Obligations. "Purchase Price" means the net face value of the Accounts, less
KCap's discount fee calculated as described in Section 1.5.
1.5 KCap's discount fee as to each Account shall be a percentage of the
gross face value of such Account based on the number of days elapsed between the
date of purchase by KCap and the date of collection in cleared funds (collection
days of 3 days for in state and 5 days for out of state checks) by KCap, as
follows:
Days Elapsed Percentage
------------ -----------
0-15 0.90%
16-30 1.80%
31-45 2.70%
46-60 3.60%
61-75 4.50%
76-90 5.40%
More than 90 5.40% + .08% per diem
In no case, however, will the discount fee be less than $15.00 per Account.
2. MINIMUM VOLUME
If the aggregate net face value of Accounts accepted by KCap in any month
(the Actual Volume") during the Term is less than $500,000.00 in a three (3)
month period, Seller shall pay to KCap as a supplemental fee, on the first day
of the month following the three (3) month period in which the Actual Volume
does not equal or exceed the Monthly Minimum Volume, an amount equal to the
discount fee Seller would have been required to pay KCap pursuant to the terms
of Section 1.5 hereof (assuming collection within 30 days) on the amount by
which the Monthly Minimum Volume for such month exceeds the Actual volume for
such Month. Seller acknowledges that KCap may charge Seller's Reserve, at KCap's
option, for all amounts Seller is required to pay KCap under this Paragraph.
3. WARRANTIES, REPRESENTATIONS AND COVENANTS
3.1 Seller warrants, represents and covenants as follows:
(a) Seller is the sole and absolute owner of the Accounts, free and clear
of any liens, security interests or encumbrances, and has the full legal right
to sell, assign and transfer the Accounts, and the sale, assignment and transfer
thereof does not contravene or conflict with the terms of any other agreement,
commitment or instrument to which Seller is a party; (b) this Agreement will
vest in KCap all right, title and interest in and to the Accounts as such right
, title and interest was vested in Seller immediately prior to the execution and
delivery of this Agreement; (c) Each Account represents an accurate and
undisputed statement of indebtedness from an Account Debtor of Seller for a sum
certain, without offset or counterclaim and which is due and payable within 90
days of invoice date or less; (d) Each Account is an accurate statement of bona
fide sale, delivery, and acceptance of merchandise or performance of service by
Seller to an Account Debtor; (e) Seller is not affiliated with and does not own,
control, or exercise dominion, in any way whatsoever, over the business of any
Account Debtor; (f) All financial records, statements, books, or other documents
shown to KCap by Seller at any time either before or after the signing of this
Agreement are true and accurate; (g) All invoices will state plainly on their
face that the Accounts represented thereby have been sold and assigned to KCap
and are payable only and directly to KCap; (h) No Account shall be on a xxxx and
hold, guaranteed sale, sale and return, sale on approval, consignment or any
other repurchase or return basis; (i) Seller is solvent; (j) No financing
statement governing any of the Accounts, or any property of Seller in which KCap
is granted a security interest under this Agreement, is on file in any public
office other than that which may be in favor of KCap; and (k) Seller's principal
place of business is set forth above and Seller maintains its records relating
to the Accounts and such property at such place.
3.2 The warranties, representations and covenants contained in paragraph
3.1 above shall be continuous and be deemed to be renewed as of the date of each
additional Assignment each xxxx Xxxxxx assigns Accounts to KCap. All
representations, warranties and covenants of Seller under this paragraph shall
survive any purchase or sale of Accounts and any termination of this Agreement.
4. REPURCHASE OF ACCOUNTS
If any Account purchased by KCap is not paid on or before ninety (90) days
from its invoice date, or to the extent of any breach by Seller of any of the
warranties, representations or covenants set forth in this Agreement, Seller
agrees, upon demand by KCap (whether written or oral) to either i) immediately
repurchase from KCap any such Account (or the unpaid portion thereof) for the
amount of the applicable Down Payment (or the unpaid portion thereof), together
with all unpaid discount fees and/or expenses associated with such Account, or
ii) to immediately replace such Account with another Account of equal or greater
value. Upon a default under this Agreement, Seller shall be required to
repurchase all Accounts (or the unpaid portion thereof) for the amount of the
applicable Down Payment (or the unpaid portion thereof), together with all
unpaid discount fees and/or expenses associated with such Accounts.
5. DISPUTES
5.1 KCap may charge Seller's account for the Down Payment and discount fee
calculated as described in Section 1.5 to the date of chargeback for any Account
that is subject to a "Dispute". "Dispute" means any alleged defense,
counterclaim, offset, dispute or other claim asserted by the Account Debtor of
the Account which relates to the sale of goods or rendition of services or
arising from or relating to any other transactions or occurrences.
5.2 Seller must immediately notify KCap of any Dispute. KCap may, at its
option, settle, and/or compromise any Dispute. Such settlement does not relieve
Seller of any of its obligations under this Agreement. No charge back shall be
deemed a reassignment to Seller of the Account involved. All amounts chargeable
to Seller's account under this agreement shall be payable by Seller on demand.
6. HOLD IN TRUST
Seller will hold in trust and safekeeping, as the property of KCap and
immediately turn over to KCap, the identical check or other form of payment
received by Seller if payment on any of the Accounts comes into the Seller's
possession. Should Seller come into possession of a check comprising payments
owing to both Seller and KCap, Seller shall turn over said check to KCap.
Thereafter, KCap will refund Seller's portion, if any, to Seller. In the event
Seller does not turn over the check or other form of payment to KCap, the Seller
shall be subject to a misdirected payment fee equal to 15% of the converted
Account.
7. BOOK ENTRY
Seller will immediately, upon each sale of Accounts, make the proper entry
on its books and record recording the absolute sale of such Accounts to KCap.
Seller will maintain all shipping documents, delivery receipts and invoices
relating to the Assigned Accounts, available for inspection and copying by KCap,
and Seller will promptly deliver them to KCap upon KCap's written request.
8. SECURITY INTEREST
Seller hereby grants to KCap, as security for all present and future
obligations of Seller to KCap, a continuing first lien and security interest,
superior in priority and dignity to all others, in all of Seller's Accounts and
accounts receivable, whether now existing or owned or hereafter arising or
acquired, wherever located, and any other property of the debtor in KCap's
possession, and all cash and non cash proceeds and products thereof.
9. POWER OF ATTORNEY
In order to implement this Agreement, Seller irrevocably appoints KCap its
attorney in fact or agent with power to: (a) Strike our Seller's address on any
correspondence to any Account Debtor and insert KCap's address; (b) Receive and
open all mail addressed to Seller via KCap's address; (c) Endorse the name of
Seller or Seller's trade name on any checks or other evidences of payment
payable to Seller that may come into the possession of KCap; (d) In Seller's
name, or otherwise, demand, xxx for, compromise and/or collect any and all
moneys due to Seller; (e) Compromise, prosecute or defend any action, claim or
proceeding as to the Accounts; (f) Send notices, demands or requests to the
Account Debtor in the name of Seller for any purpose whatsoever deemed necessary
or desirable by KCap including, without limitation, notices regarding payment
instructions or seeking estoppel information on the account. The Power of
Attorney granted to KCap herein shall be deemed to be coupled with an interest
and therefore irrevocable and shall remain in full force and effect until all
Accounts are paid in full and all indebtedness, if any, of Seller to KCap is
discharged.
10. FINANCING STATEMENT
Seller has delivered to KCap and KCap may file executed financing
statements (a) to perfect the purchase by KCap of all present and future
Accounts and (b) to perfect any security interest granted to KCap under this
Agreement. Seller authorizes KCap to execute in Seller's name and to file all
such further financing statements and renewals thereof as KCap may deem
appropriate to carry out the intent of this Agreement.
11. FINANCIAL STATEMENTS
Within 90 days of Seller's fiscal year end, Seller will deliver to KCap
complete copies of Seller's fiscal year end tax returns. At KCap's request,
Seller shall provide KCap copies of the Seller's complete accounts receivable
and accounts payable agings within 15 days of each month end.
12. RESTRICTIONS ON OTHER TRANSACTIONS
During the term of this Agreement Seller will not sell or factor any of its
accounts receivable to any entity other than KCap.
13. NO ASSUMPTION
Nothing contained in this agreement shall be deemed to impose any duty or
obligation upon KCap in favor of any Account Debtor and/or any other party in
connection with the Accounts.
14. BINDING FUTURE PARTIES
This Agreement shall inure to the benefit of and is binding upon the heirs,
executors, administrators, successors, and assigns of the parties hereto, except
that Seller may not assign or transfer any or all of its rights and obligations
under the Agreement to any party without the prior written consent of KCap.
15. WAIVER; ENTIRE AGREEMENT
No failure or delay on KCap's part in exercising any right, power or remedy
granted to KCap hereunder will constitute or operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or future exercise thereof or the exercise of any other right set
forth herein. This Agreement contains the entire agreement and understanding of
the parties hereto and no amendment, modification or waiver of, or consent, oral
or otherwise, with respect to any provision of this Agreement will in any event
be effective unless the same is in writing and signed and delivered by KCap.
16. MARYLAND LAW
This Agreement shall be deemed executed in the State of Maryland and in all
respects shall be governed by and construed in accordance with the laws of the
State of Maryland. Seller acknowledges that all actions and proceedings relating
directly or indirectly to this Agreement shall be litigated in the state court
of competent jurisdiction in the County of Baltimore or, at KCap's exclusive
option, in the courts in the venue where the Seller is domiciled. The prevailing
party in any such litigation, as determined by the court, shall be awarded all
reasonable attorney's fees and costs incurred by the prevailing party in
connection with such litigation and the controversy giving rise thereto.
17. JURY WAIVER
THE PARTIES HERETO HEREBY MUTUALLY WAIVE TRIAL BY JURY IN THE EVENT OF ANY
LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT.
18. INDEMNITY
Seller shall indemnify KCap and hold KCap harmless from and against any
action or other proceeding brought by any Account Debtor against KCap arising
from KCap's commercially reasonable efforts in collecting or attempting to
collect any of the Accounts.
19. TERM
19.1 This agreement will remain in effect from the date hereof to twelve
months thereafter or until cancellation of this agreement pursuant to its term,
whichever occurs first (the "Term"). The Term will be automatically extended for
successive periods of one (1) year each unless Seller provides KCap with a
written notice of cancellation at least sixty (60) days prior to the expiration
of the initial Term or any renewal Term. KCap may cancel this Agreement at any
time with ten-(10) days prior notice to Seller. In the event of a breach by
Seller of any term or provision of this Agreement or upon Seller's bankruptcy,
receivership, inability to pay its debts, or similar insolvency event, or the
occurrence of such an event with respect to any guarantor of Seller's
obligations hereunder, KCap shall have the right, at its discretion, to cancel
the Agreement without notice to Seller, and all Seller's obligations to KCap
hereunder shall be immediately due and payable. In the event of cancellation,
Seller's obligation under this Agreement shall remain in full force and effect
and accrue at the maximum interest rate allowable under the law until all of the
Accounts ( other than in the case of Insolvency) have been paid in full and KCap
is paid in full for all amounts owed by Seller. In the event that the Seller
secures Bank financing prior to the annual renewal period, KCap agrees to
termination fees of $15,000.00.
19.2 In the event that the Seller secures Bank financing prior to the
annual renewal period, KCap agrees to termination fees of$15,000.00 in lieu of
the termination fees as outlined in "19.1".
20. COOPERATION
Seller shall at any future time execute and deliver to KCap any and all
documents deemed desirable or necessary by KCap to effectuate the provisions of
this Agreement.
21. REMEDIES CUMULATIVE
Each right, power, and remedy of KCap provided for herein or otherwise
existing shall be cumulative and concurrent and shall be in addition to every
other right, power, and remedy of KCap existing hereunder, by law or otherwise.
The exercise by KCap of any one or more such rights, powers, or remedies shall
not preclude the simultaneous or later exercise by KCap of any or all such other
rights, powers, or remedies.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of January 6, 2005.
PlanGraphics, Inc. K Capital Partners, Inc.
By: /S/ Xxxx X. Xxxxxxxxx By: /S/ Xxxx Xxxxxxxx
Title: Prdesident & CEO Title: President
Print Name: Xxxx X. Xxxxxxxxx Print Name: Xxxx Xxxxxxxx
(signed on January 6, 2005) (signed on January 7, 2005)
SECRETARY'S CERTIFICATE
RESOLVED, that the President, Vice President, Secretary, Treasurer or other
officer or any agent of this corporation or any one or more of them be and they
hereby are authorized and empowered to enter into and execute on behalf of this
corporation an agreement with K Capital Partners, Inc. (hereinafter called
"KCap") relating to the sale, assignment, transfer or negotiation to KCap and/or
the grant to it of a security interest in accounts, notes, bills, acceptances
and any and all other forms of obligation, collectively referred to as Accounts
and/or relating to the consignment, pledge, mortgage or other hypothecation of
and/or the granting of a security interest in any merchandise, securities,
contract rights, general intangibles, instruments, documents, chattel paper or
goods (as defined in the Uniform Commercial Code), land, buildings, and/or other
property now or hereafter belonging to or acquired by this corporation, to or
with KCap, and from time to time to modify or supplement said agreements and
arrangements with KCap as to the terms or conditions on with such Accounts are
to be sold, assigned, transferred or negotiated to KCap, and as to the terms or
conditions on which merchandise, machinery, or other property, now or hereafter
belonging to or acquired by the corporation, may be consigned, pledged,
mortgaged, or otherwise hypothecated to or with KCap and are further authorized
and empowered on behalf of this corporation to obtain from KCap, loans and/or
advances in such amounts and on such terms and conditions as such officer or
agent deems proper and to execute notes and other evidences of this
corporation's indebtedness with respect thereto, and they and each of them and
any person or persons hereafter and from time to time designated by any of them
to act for this corporation are here by further authorized and empowered from
time to time to sell, assign, transfer, deliver, endorse, negotiate, or
otherwise transfer to KCap and its assigns any and all Accounts now or hereafter
belonging to or acquired by the corporation, and to make remittances and payment
in respect thereof by checks, drafts, or otherwise and from time to time to
consign, pledge, mortgage or otherwise hypothecate to or with KCap and/or grant
to KCap a security interest in merchandise, securities, contract rights, general
intangibles, instruments, documents, chattel paper or goods (as defined in the
Uniform Commercial Code), land, buildings and/or other property now or hereafter
belonging to or acquired by this corporation, and for said purposes to execute
and deliver any and all assignments, consignments, schedules, transfers,
endorsements, contracts, guarantees, mortgages, security agreements, financing
or factoring agreements, financing and continuation statements, instruments of
pledge and /or other agreements or instruments in respect thereof, and to do and
perform all such other acts and things deemed by such officer or agent necessary
convenient or proper to carry out, modify or supplement any such agreement and
arrangements made with KCap, hereby ratifying, approving and confirming all that
any said officers or agents have done or may do in the premises. It is further
resolved that any officer, agent or nominee of KCap is hereby authorized and
empowered, as this corporations lawful attorney and agent to execute financing
statements on this corporation's behalf and to file same in any appropriate
public office and to endorse the name of this corporation or orders for the
payment of money and the proceeds thereof as the property of KCap with any Bank,
Banker or Trust Company, to deal with any and all such checks, drafts and other
instruments or orders for the payment of money and the proceeds thereof as the
property of KCap and to otherwise have all powers granted by the terms of any
agreement between this corporation and KCap. It is further resolved that the
said Bank, Banker, or Trust Company be, and they hereby are, authorized and
requested to receive for deposit to the credit of KCap without further inquiry,
all such checks, drafts, and other orders or instruments for the payment of
money, payable to this corporation or its order, and that said banks shall be
under no liability to this corporation for the disposition which KCap may or
shall make of the said instruments or the proceeds thereof.
I, Xxxxx X. Xxxxxx, do hereby certify that I am the Secretary of a corporation
organized and existing under name and by virtue of the laws of State of
Maryland, having its principal business in the city of Baltimore; that I am the
keeper of the corporate records and the seal of said corporation; that the
forgoing is a true and correct copy of a resolution duly adopted and ratified at
a special meeting of the Board of Directors of said corporation duly convened
and held in accordance with its by-laws and the laws of the State at the office
of said corporation in the City of Baltimore, State of Maryland, on January 5,
2005, as taken and transcribed by me from the minutes of said meeting and
compared by me with the original of said resolution recorded in said minutes,
and that the same has not in any way been modified, repealed or rescinded but is
in full force and effect; that the within and/or forgoing agreement is one of
the agreements referred to in said resolution and was duly executed pursuant
thereto and I further certify that the certificate of incorporation and bylaws
of said corporation contain no provision requiring a vote or consent of
stockholders to authorize the action of the Board of Directors set forth in the
foregoing resolutions.
I do further certify that the following are the names, personal
information, and specimen signatures of the officers and agents of said
corporation so empowered and authorized namely:
President Xxxx X. Xxxxxxxxx /S/ Xxxx X. Xxxxxxxxx
Print Name Signature
Home Address City State Zip Code
% Ownership Social Security # Birth Date Home Phone #
Vice President J. Xxxx Xxxx /S/ J. Xxxx Xxxx
Print Name Signature
Home Address City State Zip Code
% Ownership Social Security # Birth Date Home Phone #
Secretary Xxxxx X. Xxxxxx /S/ Xxxxx X. Xxxxxx
Print Name Signature
Home Address City State Zip Code
% Ownership Social Security # Birth Date Home Phone #
Treasurer Xxxx X. Xxxxxx /C/ Xxxx X. Xxxxxx
Print Name Signature
Home Address City State Zip Code
% Ownership Social Security # Birth Date Home Phone #
I do further certify that there is no provision in the Certificate of
Incorporation or by-laws of the said corporation or in the laws of the state of
its incorporation requiring any vote or consent of shareholders to authorize any
of the matters approved in the foregoing resolution and that such power is
vested exclusively in its board of directors.
Witness my hand and seal of said corporation this 6th day of January, 2005.
Xxxxx X. Xxxxxx
(Secretary of said corporation)
(CORPORATE SEAL)
GUARANTY OF VALIDITY
To induce K Capital Partners, Inc., whose principal place of business is a 0X
Xxxxxx Xxxx Xx., Xxxxxx Xxxxx, XX 00000 ("KCap") to enter into and/or refrain
from terminating the Purchase and Sale Agreement (the "Agreement") dated January
6, 2005 between KCap and Plangraphics, Inc. ("Seller"), and in consideration
thereof and of any financial accommodation heretofore or hereafter granted KCap
to or for the benefit of Seller, whether pursuant to the Agreement or otherwise,
the undersigned Guarantor ("Guarantor") hereby agrees with KCap as follows:
1. Guarantor hereby guarantees the validity of, and the full and faithful
performance by Seller of , all the Seller's warranties, representations,
covenants and obligations pursuant to the Agreement and also hereby guarantees
payment to KCap of all debts, liabilities, damages, losses, fees or any other
amounts due, or which might become due, to KCap arising from any breach or
violations by Seller of any of its said warranties, representations, covenants
and obligations as set forth in the Agreement or if any of the same are invalid.
2. Guarantor agrees to indemnify KCap and hold it harmless against all
obligations, demands and liabilities by whomsoever asserted, and against all
losses in any way suffered, incurred or paid by KCap as a result of or in any
way arising out of, or following, or consequential to transactions with the
Seller, whether under the Agreement or otherwise, other than in the case of
Insolvency as defined in the Agreement. In addition to the foregoing, Guarantor
shall be liable to KCap for reasonable attorney's fees if any claim is referred
to an attorney for collection.
3. Guarantor agrees that this Guaranty shall not be impaired by any
modification, supplement, extension, or amendment to which the parties to the
Agreement may hereafter agree nor by any modification, release or other
alteration of any of the obligations hereby guaranteed or of any security
therefore, to all of which the Guarantor hereby consents.
4. Guarantor acknowledges that Guarantor's liability hereunder is direct and
unconditional, and may be enforced without requiring KCap first to resort to any
other right, remedy or security. This Guaranty shall continue in full force and
effect until expressly terminated, by Guarantor's giving KCap sixty (60) days'
prior written notice by registered or certified mail and that such termination
shall be applicable only to transactions having their inception after the
effective date of termination and shall not affect rights and obligations
arising out of transactions having their inception prior to such date.
5. Guarantor agrees that all present and future debts and obligations of Seller
to Guarantor are hereby waived and postponed in favor of and subordinated to the
full payment and performance of all present and future obligations of Seller to
KCap.
6. Guarantor agrees that if Seller should at any time become insolvent or make a
general assignment, or if a petition in bankruptcy or any insolvency or
reorganization proceedings shall be filed or commenced by, against or in respect
of the Seller or any Guarantor, any and all obligations of Guarantor shall, at
the option of KCap, forthwith become due and payable.
7. Guarantor waives notice of acceptance hereof, and presentment and protest of
any instrument, and notice thereof. Guarantor further waives notice of default
and all other notices to which Guarantor might otherwise be entitled.
8. If this or any similar guaranty is executed by more than one Guarantor, each
Guarantor's obligation and liability shall be joint and several.
9. This Guaranty, all acts and transactions hereunder, and the rights and
obligation of the parties hereto shall be governed, construed and interpreted
according to the laws of the State of Maryland, shall be binding upon the heirs,
executors, administrators, successors and assigns of Guarantor and shall inure
to the benefit of , and shall be severally enforceable by KCap, its successors
and assigns. In addition, Guarantor accepts and acknowledges that all obligation
or debts of Seller due and owing to KCap for any reason under this Agreement or
otherwise shall accrue at the maximum rate of interest allowable under the law.
Dated this 6th day of January 6 2005
WITNESS GUARANTOR
Signature: /S/ Xxxxxx XxXxxxxxx Signature: /S/Xxxx X. Xxxxxxxxx
/S/President & CEO, PlanGraphics
Print Name: Xxxxxx XxXxxxxxx Print Name: Xxxx X. Xxxxxxxxx
Address: _____________________________ Address: 000 Xxxx Xxxx Xxxxxx
_______________________________________ Xxxxxxxxx, XX 00000
STATE OF Kentucky )
COUNTY OF Franklin )
I, the undersigned Notary Public, in and for the jurisdiction aforesaid, do
certify that Xxxx X. Xxxxxxxxx who is personally known to me as the person who
executed the foregoing Guaranty of Validity, personally appeared before me on
the date set forth above and acknowledged the execution of same as his/her free
act and deed.
/S/ Xxxx X. Xxxxxx
Notary Public
(STAMP)
Xxxx X. Xxxxxx, Notary Public
State at Large, Kentucky
My commission expires illegible
My commission expires: April 26, 2007 (S E A L)
(Form of )
Assignment Schedule
Date:_________________ No.________
This Assignment Is Made By:
Plangraphics, Inc. To: K Capital Partners, Inc.
000 Xxxx Xxxx Xx. X.X. Xxx 000
Xxxxxxxxx, XX 00000 Xxxxx Xxxxx, XX 00000
Account Debtor Invoice Invoice P.O./Contract Terms Invoice
Customer Number Date Number of Sale Amount
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Total Invoice Amount: $_______________
Advance Rate: _____________________80%
Total Advance Amount: $_______________
Plangraphics, Inc. K Capital Partners, Inc.
Signed: __________________________ Signed:__________________________
Print Name: ______________________ Print Name:______________________
