Loan Agreement between Volu-Sol Reagents Corporation and RemoteMDx

EX-10.2 3 vsrs1aloanagmt.htm LOAN AGREEMENT BETWEEN VOLU-SOL REAGENTS CORPORATION AND REMOTEMDX vsrs1aloanagmt.htm

LOAN AGREEMENT

EFFECTIVE September 30, 2008, this loan agreement (the “Agreement”) is made and entered into by and between SECUREALERT, INC., a Utah corporation having an address at 150 West Civic Center Drive, Suite 400, Sandy, Utah 84070 (the “Borrower”), and VOLU-SOL REAGENTS CORPORATION, a Utah corporation having an address at 5095 West 2100 South, West Valley City, UT 84120 (the “Lender”).

WHEREAS, the Lender and Borrower has transferred and will transfer monies between the Borrower and the Lender prior to and subsequent to this date; and

WHEREAS, the Lender and Borrower desire to enter into a Loan Agreement to reflect such lending. This Agreement supersedes and replaces, in their entirety, any previous Loan Agreements in writing or verbally entered into prior to the executed date of this Agreement.

WHEREAS, the Borrower owes the Lender $598,793 as of September 30, 2008.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the lender agree as follows.

TERMS

1. Loan. The Lender hereby agrees to make loans to the Borrower (the “Loan”), pursuant to the terms of the Loan Agreement. All sums advanced pursuant to the terms of this Agreement shall become part of the principal of the Loan. The Loan shall be due and payable as set forth in the Loan Agreement. The term “Loan Documents”, as used herein, shall mean this Agreement and any documents related to the transaction provided for in this Agreement. All amounts advanced hereunder shall be repaid, with interest thereon as provided in this Agreement, by 5:00 PM, September 30, 2009 or upon demand by the Lender whichever comes first.

2. Advances. The proceeds of advances hereunder may be used only to finance the working capital needs of the Borrower. There is no limit to the amount of advances that may been made between the Lender and the Borrower.

3. Interest. All sums advanced pursuant to this Agreement after the date hereof shall bear interest from the date each advance is made until paid in full at an interest rate equal 8%.

4. Fees. The Borrower will pay all attorney’s fees, and all other fees and costs incurred by the Lender in connection with the preparation of the Loan Documents.

5. Conditions Precedent. The Lender shall not be required to make any advance hereunder unless and until:

(a) All of the documents required by the Lender have been duly executed and delivered to the Lender and shall be in full force and effect.

(b) The representations and warranties contained in this Agreement are then true with the same effect as though the representations and warranties had been made at such time. The request for an advance by the Borrower shall constitute a representation and warranty by it to the Lender that all of the conditions specified herein exist as of that time.

(c) There are no existing conditions events, or acts which constitute a default hereunder, or with the passing of time or giving of notice would constitute a default hereunder.

6. Representations and Warranties. In order to induce the Lender to enter into this Agreement and to make the advances provided for herein, the Borrower represent and warrants to the Lender as follows:

(a) The Borrower is a Utah corporation duly organized, validly existing, and in good standing under the laws of the State of Utah with the power to own its assets and to transact business in Utah.

(b) The Borrower has the authority and power to execute and deliver any document required hereunder and to perform any condition or obligation imposed under the terms of such documents.

7. Affirmative Covenants. So long as any amounts due hereunder remain unpaid, the Borrower covenants and agrees that it shall do the following:

(a) The Borrower shall furnish the Lender with such financial statements, balance sheets, and profit and loss statements as the Lender may require. In that connection, the Borrower shall provide such information, which includes the following (i) within thirty (30) days after the close of the second quarter of the Borrower’s fiscal year, a financial statement, (ii) within thirty (30) days after the close of the Borrower’s fiscal year, a financial statements, and (iii) within sixty (60) days of the end of a calendar year or the date of filing, as the case may be, the Borrower’s tax returns and accompanying schedules.

(b) The Borrower shall keep proper books of records and accounts in which full, true, and correct entries will be made of all dealings or transactions relating to its business and activities.

8. Negative Covenants. So long as any amounts due hereunder remain unpaid, the Borrower covenants that is shall not do any of the following except with the prior written consent of the Lender:

(a) The Borrower shall not enter into any transaction of merger or consolidation or to sell substantially all of its assets or business or to acquire substantially all of the assets or business or assume substantially all of the liabilities of a person or other entity without notifying the Lender in writing 30 days prior to the transaction.

(b) The Borrower acknowledges that the Lender is making the Loan to it, in part, because of the skills, abilities, expertise, and capabilities of its directors and executive management. The Borrower shall not make any change in its direction, executive management, or make any change in its structure, as the case may be.

9. Events of Default. An event of default shall occur if any of the following events shall occur:

(a) Failure to pay any principal or interest hereunder within the ten (10) days after the same becomes due.

(b) Any representations or warranty made by the Borrower in this Agreement or in connection with any borrowing or request for an advance hereunder or in any certificate, financial statement, or other statements furnished by the Borrower to the Lender is untrue in any material respect at the time when made.

(c) Default by the Borrower in the observance or performance of any of the covenants or agreements contained in this Agreement.

(d) Default by the Borrower in the observance or performance of any other covenant or agreement contained herein and the continuance of the same unremedied for a period of thirty (30) days after notice thereof is given to the Borrower.

(e) Any of the documents executed and delivered in connection herewith shall for any reason cease to be valid or in full force and effect.

(f) The Lender otherwise in good faith deems itself to be insecure or the prospect of timely payment or performance to be impaired.

10. Remedies. Upon default by the Borrower as defined in Paragraph 9, above, the Lender may declare the entire unpaid principal balance, together with accrued interest thereon, to be immediately due and payable without presentment, demand, protest or other notice of any kind. The Lender may terminate any obligation it may have hereunder to make additional advances. The attorney’s fees, including such expense incurred before legal action or bankruptcy proceedings, during the pendency thereof and continuing to all such expenses in connection with any appeal to higher courts arising out of matters associated herewith.

11. Miscellaneous Provisions

(a) Notices. All demands, notices, and other communications to be give hereunder, if any, shall be in writing and shall be sufficient for all purpose if personally delivered, sent by facsimile, sent by nationally-recognized courier service, or if sent by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to the respective party at the postal address set forth below or to such other address or addresses as such party may hereafter designate in writing to the other party as herein provided. The present addresses of the parties hereto are as follows:

If to the Lender:

Volu-Sol Reagents Corporation

5095 West 2100 South

West Valley City, UT 84120

Attention: Chief Financial Officer

If to the Borrower:

SecureAlert, Inc.

150 West Civic Center Drive

Suite 400

Sandy, UT 84070

Attention: Chief Financial Officer

If personally delivered, notice under this Agreement shall be deemed to have been given and received and shall be effective when personally delivered. Notice by facsimile and nationally recognized courier service shall be deemed to have been given when received. Notice by mail shall be deemed effective and complete two (2) days after deposit in the United States mail.

(b) Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, legal representatives, successors, and assigns.

(c) Entire Agreement. This Agreement contains the entire agreement between the parties. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied upon by either party.

(d) Interpretation. Unless otherwise provided, all terms shall have the meaning given them in the ordinary English usage and as customarily used. Words in any gender shall include both other genders. Whenever the context requires, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof.

(e) Time of Essence. It is expressly stipulated and agreed that time shall be of the essence of this Agreement.

(f) Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not effect the other provision hereof, and the Agreement shall be construed in all respects as if such invalid provision were omitted.

(g) Headings. The paragraph and other headings contained in this Agreement are for purposes of reference only shall not limit, expand, or otherwise affect the construction of any of the provisions of this Agreement.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which shall together constitute one and the same instrument.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah as applied to agreements made and wholly performable in Utah between Utah residents.

(j) Facsimile Signatures. The parties hereto agree that transmission to the other party of this Agreement with its facsimile signatures shall bind the party transmitting this Agreement by facsimile in the same manner as if such party’s original signature had been delivered. Without limiting the foregoing, each party who transmits the Agreement with its facsimile signature covenants to deliver the original thereof to the other party as soon as possible thereafter.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written by the respective officers duly authorized on their behalf.

The Borrower:	SECUREALERT, INC., a Utah corporation


	By _______________________________
	Blake T. Rigby, Chief Financial Officer


The Lender:	VOLU-SOL REAGENTS CORPORATION,
	a Utah corporation



	By _______________________________

	Its _______________________________