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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/20 Orbital Energy Group, Inc. 10-K 12/31/19 110:22M RDG Filings/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.72M 2: EX-10.87 Material Contract HTML 39K 3: EX-10.88 Material Contract HTML 41K 4: EX-10.90 Material Contract HTML 35K 5: EX-10.91 Material Contract HTML 117K 6: EX-10.98 Material Contract HTML 99K 7: EX-21.3 Subsidiaries List HTML 31K 8: EX-23.1 Consent of Experts or Counsel HTML 32K 9: EX-23.2 Consent of Experts or Counsel HTML 31K 10: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 11: EX-31.2 Certification -- §302 - SOA'02 HTML 38K 12: EX-32.1 Certification -- §906 - SOA'02 HTML 32K 13: EX-32.2 Certification -- §906 - SOA'02 HTML 32K 53: R1 Document And Entity Information HTML 71K 108: R2 Consolidated Balance Sheets HTML 159K 73: R3 Consolidated Balance Sheets (Parentheticals) HTML 58K 41: R4 Consolidated Statements of Operations HTML 121K 50: R5 Consolidated Statements of Operations HTML 34K (Parentheticals) 105: R6 Consolidated Statements of Comprehensive Income HTML 42K and (Loss) 70: R7 Consolidated Statements of Changes in HTML 87K Stockholders' Equity 40: R8 Consolidated Statements of Cash Flows HTML 213K 54: R9 Note 1 - Nature of Operations and Basis of HTML 37K Presentation 101: R10 Note 2 - Summary of Significant Accounting HTML 498K Policies 88: R11 Note 3 - Investments and Fair Value Measurements HTML 93K 28: R12 Note 4 - Property and Equipment, Net HTML 52K 63: R13 Note 5 - Goodwill and Other Intangible Assets HTML 182K 100: R14 Note 6 - Instruments and Risk Management HTML 47K 87: R15 Note 7 - Notes Payable HTML 54K 27: R16 Note 8 - Overdraft Facility and Line of Credit HTML 38K 62: R17 Note 9 - Commitments and Contingencies HTML 55K 99: R18 Note 10 - Stockholders' Equity HTML 128K 89: R19 Note 11 - Related Party Transactions HTML 40K 35: R20 Note 12 - Accumulated Other Comprehensive Loss HTML 40K 46: R21 Note 13 - Restructuring and Impairment Charges HTML 37K 103: R22 Note 14 - Income Taxes HTML 136K 69: R23 Note 15 - Concentrations HTML 43K 34: R24 Note 16 - Leases HTML 79K 45: R25 Note 17 - Subsequent Events HTML 42K 102: R26 Significant Accounting Policies (Policies) HTML 601K 68: R27 Note 2 - Summary of Significant Accounting HTML 361K Policies (Tables) 36: R28 Note 3 - Investments and Fair Value Measurements HTML 88K (Tables) 44: R29 Note 4 - Property and Equipment, Net (Tables) HTML 46K 64: R30 Note 5 - Goodwill and Other Intangible Assets HTML 183K (Tables) 30: R31 Note 6 - Instruments and Risk Management (Tables) HTML 41K 85: R32 Note 7 - Notes Payable (Tables) HTML 49K 97: R33 Note 10 - Stockholders' Equity (Tables) HTML 102K 65: R34 Note 12 - Accumulated Other Comprehensive Loss HTML 39K (Tables) 32: R35 Note 14 - Income Taxes (Tables) HTML 131K 86: R36 Note 16 - Leases (Tables) HTML 69K 98: R37 Note 1 - Nature of Operations and Basis of HTML 33K Presentation (Details Textual) 66: R38 Note 2 - Summary of Significant Accounting HTML 225K Policies (Details Textual) 29: R39 Note 2 - Summary of Significant Accounting HTML 198K Policies - Schedule of Discontinued Operations for Income Statement and Balance Sheet Disclosures (Details) 47: R40 Note 2 - Summary of Significant Accounting HTML 43K Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) 38: R41 Note 2 - Summary of Significant Accounting HTML 39K Policies - Allowance for Doubtful Accounts (Details) 75: R42 Note 2 - Summary of Significant Accounting HTML 40K Policies - Inventory (Details) 109: R43 Note 2 - Summary of Significant Accounting HTML 39K Policies - Inventory Reserves (Details) 48: R44 Note 2 - Summary of Significant Accounting HTML 41K Policies - Estimated Useful Lives for Buildings, Improvements, Furniture, Vehicles, and Equipment (Details) 39: R45 Note 2 - Summary of Significant Accounting HTML 48K Policies - Estimated Useful Life for the Intangible Assets (Details) 76: R46 Note 2 - Summary of Significant Accounting HTML 48K Policies - Contract Liabilities (Details) 110: R47 Note 2 - Summary of Significant Accounting HTML 53K Policies - Revenues Disaggregated (Details) 49: R48 Note 2 - Summary of Significant Accounting HTML 32K Policies - Summary of Potential Common Stock Shares (Details) 37: R49 Note 2 - Summary of Significant Accounting HTML 55K Policies - Calculation of Basic and Diluted Earnings Per Share (Details) 21: R50 Note 2 - Summary of Significant Accounting HTML 67K Policies - Summary of Segment Activity (Details) 57: R51 Note 2 - Summary of Significant Accounting HTML 47K Policies - Revenue By Country (Details) 96: R52 Note 2 - Summary of Significant Accounting HTML 37K Policies - Long-lived Assets By Country (Details) 84: R53 Note 3 - Investments and Fair Value Measurements HTML 57K (Details Textual) 20: R54 Note 3 - Investments and Fair Value Measurements - HTML 55K Fair Value Hierarchy for Cash Equivalents and Marketable Securities (Details) 56: R55 Note 3 - Investments and Fair Value Measurements - HTML 38K Reconciliation of Changes in Fair Value (Details) 95: R56 Note 3 - Investments and Fair Value Measurements - HTML 90K Summary of Unaudited Financial Statements of Affiliate (Details) 83: R57 Note 3 - Investments and Fair Value Measurements - HTML 34K Summary of Unaudited Financial Statements of Affiliate (Details) (Parentheticals) 22: R58 Note 4 - Property and Equipment, Net (Details HTML 45K Textual) 55: R59 Note 4 - Property and Equipment, Net - Property HTML 47K and Equipment (Details) 107: R60 Note 5 - Goodwill and Other Intangible Assets HTML 36K (Details Textual) 72: R61 Note 5 - Goodwill and Other Intangible Assets - HTML 94K Intangible Assets (Details) 43: R62 Note 5 - Goodwill and Other Intangible Assets - HTML 48K Amortization (Details) 52: R63 Note 5 - Goodwill and Other Intangible Assets - HTML 65K Estimated Future Amortization (Details) 106: R64 Note 5 - Goodwill and Indefinite-lived Intangibles HTML 48K - Goodwill (Details) 71: R65 Note 6 - Instruments and Risk Management (Details HTML 41K Textual) 42: R66 Note 6 - Instruments and Risk Management - Foreign HTML 34K Exchange Contracts Statement of Financial Position (Details) 51: R67 Note 7 - Notes Payable (Details Textual) HTML 57K 104: R68 Note 7 - Notes Payable - Summary of Notes Payable HTML 46K (Details) 74: R69 Note 7 - Notes Payable - Maturity of Notes Payable HTML 52K (Details) 80: R70 Note 8 - Overdraft Facility and Line of Credit HTML 49K (Details Textual) 91: R71 Note 9 - Commitments and Contingencies (Details HTML 80K Textual) 59: R72 Note 10 - Stockholders' Equity (Details Textual) HTML 103K 24: R73 Note 10 - Stockholders' Equity - Common Stock HTML 83K Issuances (Details) 81: R74 Note 10 - Stockholders' Equity - Summary of HTML 58K Warrants and Options Issued to Employees and Directors (Details) 92: R75 Note 11 - Related Party Transactions (Details HTML 48K Textual) 60: R76 Note 12 - Accumulated Other Comprehensive Income HTML 39K Loss - Components of Accumulated Other Comprehensive Loss (Details) 25: R77 Note 13 - Restructuring and Impairment Charges HTML 38K (Details Textual) 78: R78 Note 14 - Income Taxes (Details Textual) HTML 51K 94: R79 Note 14 - Income Taxes - Consolidated Income From HTML 49K Continuing Operations Before Income Taxes (Details) 79: R80 Note 14 - Income Taxes - Income Tax Provision HTML 72K (Details) 90: R81 Note 14 - Income Taxes - Reconciliation of the HTML 52K Federal Statutory Tax Rate to the Recorded Tax Provision (Benefit) (Details) 58: R82 Note 14 - Income Taxes - Significant Portions of HTML 65K Deferred Tax Assets and Liabilities (Details) 23: R83 Note 15 - Concentrations (Details Textual) HTML 64K 82: R84 Note 16 - Leases (Details Textual) HTML 71K 93: R85 Note 16 - Leases - Future Minimum Operating Lease HTML 49K Obligations (Details) 61: R86 Note 16 - Leases - Lease Cost and Other Lease HTML 53K Information (Details) 26: R87 Note 16 - Leases - Operating Leases Obligations HTML 51K (Details) 77: R88 Note 17 - Subsequent Events (Details Textual) HTML 60K 33: XML IDEA XML File -- Filing Summary XML 200K 31: EXCEL IDEA Workbook of Financial Reports XLSX 115K 14: EX-101.INS XBRL Instance -- cui-20191231 XML 4.08M 16: EX-101.CAL XBRL Calculations -- cui-20191231_cal XML 241K 17: EX-101.DEF XBRL Definitions -- cui-20191231_def XML 2.06M 18: EX-101.LAB XBRL Labels -- cui-20191231_lab XML 1.74M 19: EX-101.PRE XBRL Presentations -- cui-20191231_pre XML 2.08M 15: EX-101.SCH XBRL Schema -- cui-20191231 XSD 313K 67: ZIP XBRL Zipped Folder -- 0001437749-20-006578-xbrl Zip 317K
Exhibit 10.88
SECURITY AGREEMENT
THIS AGREEMENT, made effective this 13th day of March ____, 2020, by and among REACH CONSTRUCTION GROUP, LLC, a North Carolina limited liability company (“Obligor”) and CUI GLOBAL, INC., a Colorado corporation (“Secured Party”).
W I T N E S S E T H:
WHEREAS, Obligor wishes to grant Secured Party a security interest in all of the accounts existing now and in the future of Obligor, including but not limited to all cash and non-cash proceeds from the collection of accounts and contracts receivables and products of such receivables, all insurance of the foregoing and all proceeds thereof, whether now or hereafter existing, all accessions and additions to and substitutions and replacements of any and all of the foregoing, whether now existing or hereafter arising or attaching (each asset is referred to as “Collateral” and all such assets are sometimes referred to collectively as "Collateral") to secure payment of the obligations evidenced by that certain Promissory Note (the “Note”) attached hereto as Exhibit "A" delivered simultaneously herewith, with any and all extensions, renewals or modifications thereof; and
WHEREAS, Secured Party wishes to receive a security interest in the Collateral to secure payment of the Note and performance of other obligations under any other agreements with Secured Party.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:
1. Recitals. The above recitals and the Exhibits referred to herein are true and correct and are incorporated herein by reference.
2. Security Interest. In order to secure (i) the payment of all principal of and interest on the Note as and when the same become due and payable (whether by lapse of time, acceleration or otherwise), (ii) the payment of all fees and charges payable by the Obligor under the terms of this Agreement and the Note, (iii) the payment of all other indebtedness, obligations and liabilities arising under, and the observance and performance of all covenants and agreements contained in the Note and this Agreement, and (iv) the payment in full of all expenses and charges, legal or otherwise, including reasonable attorneys' fees, suffered or incurred by Secured Party in collecting or enforcing payment due Secured Party as evidenced by the Note, or any or all of the other foregoing indebtedness or in realizing upon, protecting or preserving any collateral security for the Note or such other indebtedness. The Obligor hereby assigns, grants and conveys to Secured Party, a continuing security interest in the Collateral wherever located. If not otherwise defined herein, capitalized terms used herein shall have the meaning as defined in the Uniform Commercial Code as enacted and in effect in the State of Texas.
3. Priority of Security Interest. The security interest hereby assigned, granted and conveyed to Secured Party shall be a first lien priority security interest on the Collateral.
4. Cooperation. Obligor shall, at its expense, execute all documents and do all such other acts as Secured Party may reasonably request in order to perfect Secured Party's security interest hereunder.
5. Representations and Warranties. Obligor represents and warrants that: (i) it is the sole owner of the Collateral and has good and marketable title to the Collateral; (ii) it has full power and authority to execute this Agreement and that this Agreement constitutes the valid and binding obligation of Obligor; and (iii) it shall keep the Collateral free and clear from all liens, encumbrances or security interests of every kind except for the security interests granted hereunder.
6. Events of Default. Any of the following shall constitute an Event of Default: (i) the happening of an Event of Default under the Note; or (ii) a breach of any representation or warranty in this Security Agreement.
7. Remedies. Upon an Event of Default, Secured Party may, declare any outstanding indebtedness under the Note to be immediately due and payable. Secured Party may take immediate possession of the Collateral, and Obligor hereby grants Secured Party a right to take possession of any of the Collateral. Additionally, Secured Party shall have available to it all other rights and remedies in equity, or, at law, including the Uniform Commercial Code as adopted in Texas.
8. Waivers. Obligor expressly: (i) waives notice of default; (ii) consents that the time for all payments under the Note may be extended by Secured Party and further consents that any Collateral or any part thereof may be released by Secured Party without in any way modifying, altering, releasing, effecting or limiting the liability of Obligor.
9. Miscellaneous.
a. This Agreement shall be construed in accordance with the laws of the State of Texas. The parties to this Agreement agree that jurisdiction and venue shall exclusively lie in the State of Texas.
b. This Agreement contains the entire understanding between the parties and no modification hereof shall be valid unless in writing and signed by the parties.
c. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
d. Obligor hereby agrees to pay all costs of Secured Party in enforcing Secured Party's rights hereunder, including without limitation, all attorneys' fees and costs.
e. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed as of the day and year first above written.
SECURED PARTY: | |||
CUI GLOBAL, INC., | |||
a Colorado corporation | |||
/s/ William J. Clough | |||
Print Name: | William J. Clough | ||
Title: | Executive Chairman & General Counsel | ||
OBLIGOR: | |||
REACH CONSTRUCTION GROUP, LLC, | |||
a North Carolina limited liability company | |||
By: | /s/ Brandon Martin | ||
Print Name: | Brandon Martin | ||
Title: | CEO |
EXHIBIT "A"
Promissory Note
4
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/30/20 | 8-K | ||
For Period end: | 12/31/19 | SD | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/23 Orbital Infrastructure Gp, Inc. 10-K 12/31/22 114:17M RDG Filings/FA 4/20/22 Orbital Infrastructure Gp, Inc. 10-K/A 12/31/21 13:311K RDG Filings/FA 3/31/22 Orbital Infrastructure Gp, Inc. 10-K 12/31/21 112:16M RDG Filings/FA 3/30/21 Orbital Infrastructure Gp, Inc. 10-K 12/31/20 110:13M RDG Filings/FA |