Exhibit 10.13


 





COMMERCIAL SECURITY AGREEMENT


 





	PRINCIPAL: $100,000.00	DATE OF LOAN: February 28, 2014
	 	 
	BORROWER:	LENDER:
	 	 
	TAX COACH SOFTWARE, LLC	THE HUNTINGTON NATIONAL BANK
	2619 Erie Avenue, Suite 2B	Cincinnati Commercial Lending
	Cincinnati, Ohio 45208	P.O. Box 341470 – NC1W25
	 	Columbus, Ohio 43234-9909







 





THIS COMMERCIAL SECURITY AGREEMENT dated
February 28, 2014, is made and executed between Tax Coach Software, LLC (“Grantor”) and The Huntington National
Bank (“Lender”).


 


GRANT OF SECURITY INTEREST. For valuable
consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender
shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may
have by law.


 


COLLATERAL DESCRIPTION. The word “Collateral”
as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing
or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness
and performance of all other obligations under the Note and this Agreement:


 


All inventory, equipment, accounts
(including but not limited to all health-care-insurance receivables), chattel paper, instruments (including but not limited to
all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other
rights to payment and performances, and general intangibles (including but not limited to all software and all payment intangibles);
all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral;
all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies,
and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part
of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property;
all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize,
create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing
property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject
to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of
or relating to the foregoing property.


 


In addition, the word “Collateral”
also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever
located:


 


		(A)	All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions
to any of the collateral described herein, whether added now or later.



		(B)	All products and produce of any of the property described in this Collateral section.



		(C)	All accounts, general intangibles, instruments, rents, monies, payments, and all other rights,
arising out of a sale, lease, consignment or other disposition of any of the property described in this Collateral section.



		(D)	All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition
of any of the property described in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral
or from that party’s insurer, whether due to judgment, settlement or other process.



		(E)	All records and data relating to any of the property described in this Collateral section, whether
in the form of a writing, photograph, microfilm, microfiches, or electronic media, together with all of Grantor’s right,
title and interest in and to all computer software required to utilize, create, maintain, and process any such records or data
on electronic media.



 


CROSS-COLLATERALIZATION. In addition to
the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, or Grantor to Lender, or any one
or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter
arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct
or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually
or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such
amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may
be or hereafter may become otherwise unenforceable.


 


 


 






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RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender (whether checking, savings, or
some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the
future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness
against any and all such accounts.


 


GRANTOR’S REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that:


 


Perfection of Security Interest.
Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security interest in the
Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the
Collateral, and Grantor will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender
for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the
Indebtedness is paid in full and even though for a period of time Grantor may not be indebted to Lender.


 


Notices to Lender. Grantor will
promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender may designate from time
to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s); (3) change
in the management or in the members or managers of the limited liability company Grantor; (4) change in the authorized signer(s);
(5) change in Grantor’s principal office address; (6) change in Grantor’s state of organization; (7) conversion
of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or indirectly
relates to any agreements between Grantor and Lender. No change in Grantor’s name or state of organization will take effect
until after Lender has received notice.


 


No Violation. The execution
and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its
membership agreement does not prohibit any term or condition of this Agreement.


 


Enforceability of Collateral.
To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial
Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations
concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have
authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account becomes
subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide
Indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered
pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this
Agreement remains in effect, Grantor shall note, without Lender’s prior written consent, compromise, settle, adjust, or extend
payment under or with regard to any such accounts. There shall be no setoffs or counterclaims against any of the Collateral, and
no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral expect those
disclosed to Lender in writing.


 


Location of the Collateral.
Except in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent the Collateral
consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s
address shown above or at such other locations as are acceptable to Lender. Upon Lender’s request, Grantor will deliver to
Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations,
including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property
Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties
where Collateral is or may be located.


 


Removal of the Collateral. Except
in the ordinary course of Grantor’s business, including the sales of inventory, Grantor shall not remove the Collateral from
its existing location without Lender’s prior written consent. To the extent that the Collateral consists of vehicles, or
other titled property, Grantor shall not take or permit any action which would require application for certificates of title for
the vehicles outside the State of Ohio, without Lender’s prior written consent. Grantor shall, whenever requested, advise
Lender of the exact location of the Collateral.


 


Transactions Involving Collateral.
Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise provided for
in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is
not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers
who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor’s business does not include
a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise
permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided
for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to
the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral
(for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided, however, this
requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver
any such proceeds to Lender.


 


 






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Title. Grantor represents and
warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances
except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other
than those which reflect the security interest created by this Agreement or to which Lender haws specifically consented. Grantor
shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.


 


Repairs and Maintenance. Grantor
agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all
times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered
or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the
Collateral.


 


Inspection of Collateral. Lender
and Lender’s designated representatives and agents shall have the right at all reasonable times to examine and inspect the
Collateral wherever located.


 


Taxes, Assessments and Liens.
Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation,, upon this Agreement, upon
any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any
such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation
to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral
is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate
surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest,
costs, attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest
Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral.
Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further
agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full
and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting
an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized.


 


Compliance with Governmental
Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now
or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all laws or regulations
relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production of an agricultural
product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion, is
not jeopardized.


 


Hazardous Substances. Grantor
represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral,
used in violation or any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release
or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor’s
due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental
Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a
breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness
and the satisfaction of this Agreement.


 


Maintenance of Casualty Insurance.
Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together
with such other insurance as Lender may require with respect to the Collateral, inform, amounts, coverages and basis reasonably
acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will
deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least twenty (20) days’ prior written notice to Lender and
not including any disclaimer of the insurer’s liability for failure to give such notice. Each insurance policy also shall
include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default
of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security
interest, Grantor will provide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time
fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such
insurance as Lender deems appropriate, including if Lender so chooses “single interest insurance”, which will cover
only Lender’s interest in this Collateral.


 


 


 


 






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Application of Insurance Proceeds.
Grantor shall promptly notify Lender of any loss or damage to the Collateral, whether or not such casualty or loss is covered by
insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any
insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents
to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse
Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement
of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance
to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed
to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.


 


Insurance Reserves. Lender may
require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly
payments from Grantor of a sum estimated by Lender to be sufficient to produce at least fifteen (15) days before the premium due
date, amounts at least equal to the insurance premiums to be paid. If, fifteen (15) days before payment is due, the reserve funds
are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required
to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent
of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums
shall remain Grantor’s sole responsibility.


 


Insurance Reports. Grantor,
upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender
may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained
and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request
by Lender (however, not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable,
the cash value or replacement cost of the Collateral.


 


Financing Statements. Grantor
authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s security
interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect,
and continue Lender’s security interest in the property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement
as a financing statement.


 


GRANTOR’S RIGHT TO POSSESSION AND
TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor may have possession
of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent
with this Agreement or the Related Documents, provided that Grantor’s right to possession and beneficial use shall not apply
to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender’s security interest in
such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time
and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors
to make payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation
of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender’s sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be
a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral
against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness.


 


LENDER’S EXPENDITURES. If any action
or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor fails to comply
with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge
or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor’s
behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging
or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and
paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of
repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be
payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments
to become due during either (1) the term or any applicable insurance policy; or (2) the remaining term of the Note; or
(C) be treated as a balloon payment which will be due and payable at the Note’s maturity. The Agreement also will secure
payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon
Default.


 


 


 






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DEFAULT. Each of the following shall constitute
an Event of Default under this Agreement:


 


Payment Default. Grantor fails
to make any payment when due under the Indebtedness.


 


Other Defaults. Grantor fails
to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related
Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Grantor.


 


Default in Favor of Third Parties.
Any guarantor or Grantor defaults under any loan, extension or credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially affect any of any guarantor’s or Grantor’s
property or ability to perform their respective obligations under this Agreement or any of the Related Documents.


 


False Statements. Any warranty,
representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this Agreement or the Related
Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading
at any time thereafter.


 


Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document
to create a valid and perfected security interest or lien) at any time and for any reason.


 


Insolvency. The dissolution
of Grantor (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any
other termination of Grantor’s existence as a going business or the death of any member, the insolvency of Grantor, the appointment
of a receiver for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout,
or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.


 


Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method,
by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment
of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole distraction,
as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent
or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse Change. A material adverse
change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance of the Indebtedness
is impaired.


 


Insecurity. Lender in good faith
believes itself insecure.


 


RIGHTS AND REMEDIES ON DEFAULT. If an Event
of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the Ohio
Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies:


 


Accelerate Indebtedness. Lender
may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and
payable, without notice of any kind to Grantor.


 


Assemble Collateral. Lender
may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents
relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to
be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove
the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees
Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.


 


 


 






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Sell the Collateral. Lender
shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender’s own
name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline
speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required
by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition
of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into
and authenticates an agreement waiving that person’s right to notification of sale. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to
the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale
and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with
interest at the Note rate from date of expenditure until repaid.


 


Appoint Receiver. Lender shall
have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect
and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral
and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond
if permitted by law. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the
Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as
a receiver.


 


Collect Revenues; Apply Accounts.
Lender, either itself or through a receiver, may collect the payments, rents, income, and revenue from the Collateral. Lender may
at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee
and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it
to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts,
general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand,
collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether
or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive,
open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes,
checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or shortage of any Collateral.
To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender.


 


Obtain Deficiency. If Lender
chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the
Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement.
Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel
paper.


 


Other Rights and Remedies. Lender
shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended
from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at
law, in equity, or otherwise.


 


Election of Remedies. Except
as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this Agreement, the Related
Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to
pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform
an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.


 


MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Agreement:


 


Amendments. This Agreement,
together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth
in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’ Fees; Expenses.
Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and
Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else
to help enforce the Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and Expenses include Lender’s
attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.


 


Caption Headings. Caption headings
in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.


 


 


 






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Governing Law. This Agreement
will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
Ohio without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Ohio.


 


No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.
A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by lender, nor any course
of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by
Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all
cases such consent may be granted or withheld in the sole discretion of Lender.


 


Notices. Any notice required
to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received
by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or registered mail, postage prepaid, directed to the addressee
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice
purposes, Grantor agrees to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided or
required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all
Grantors.


 


Power of Attorney. Grantor hereby
appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect,
amend, or to continue the securing interest granted in this Agreement or to demand termination of filings of other secured parties.
Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any
financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the
perfection and the continuation of the perfection of Lender’s security interest in the Collateral.


 


Severability. If a court of
competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that
finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot
be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


 


Successors and Assigns. Subject
to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than
Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement and the Indebtedness
by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness.


 


Survival of Representations
and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and
delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor’s
Indebtedness shall be paid in full.


 


Time Is of the Essence. Time
is of the essence in the performance of this Agreement.


 


Waive Jury. All parties to this
Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any
other party.


 


DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code.


 


Agreement. The word “Agreement”
means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together
with all exhibits and schedules attached to this Commercial Security Agreement from time to time.


 


 






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Borrower. The word “Borrower”
means Tax Coach Software, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns.


 


Collateral. The word “Collateral”
means all of Grantor’s right, title and interest in and to all the Collateral as described in the Collateral Description
section of this Agreement.


 


Default. The word “Default”
means the Default set forth in this Agreement in the section titled “Default”.


 


Environmental Laws. The words
“Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the
protection of human health or the environment, including without limitation, the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”); the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.;
or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.


 


Event of Default. The words
“Event of Default” mean any of the events of default set forth in this Agreement in the Default Section of this Agreement.


 


Grantor. The word “Grantor”
means Tax Coach Software, LLC.


 


Guarantor. The word “Guarantor”
means any guarantor, surety, or accommodation party of any or all of the Indebtedness.


 


Guaranty. The word “Guaranty”
means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.


 


Hazardous Substances. The words
“Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated,
stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances” are
used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste
as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation,
petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness. The word “Indebtedness”
means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other
indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents.
Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.


 


Lender. The word “Lender”
means The Huntington National Bank, its successors and assigns.


 


Note. The word “Note”
means the Note dated February 28, 2014, and executed by Tax Coach Software, LLC in the principal amount of $100,000.00,
together with all renewals of, extensions of, modifications of, refinancing of, consolidations of, and substitutions for the Note
or credit agreement.


 


Property. The word “Property”
means all of Grantor’s right, title and interest in and to all the Property as described in the “Collateral Description”
section of this Agreement.


 


Related Documents. The words
“Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


GRANTOR HAS READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED FEBRUARY 28, 2014.


 


GRANTOR:


 


TAX COACH SOFTWARE, LLC


 


By:      /s/
Keith A. Vandestadt                         


     Member
of Tax Coach Software, LLC


 


 






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