Common use of Pledge of Shares Clause in Contracts

Pledge of Shares. If payment for the purchase of Shares under this Option is made through execution and delivery of a Recourse Note(s), effective upon Optionee's purchase(s) of the Shares and the delivery of the Note(s), in order to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the Company, and grants to the Company a security interest in, the Shares. The Shares pledged pursuant hereto shall be maintained in escrow with Atlas, Peaxxxxx X.A. pursuant to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien of the Pledge, such Shares may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an S-8 Registration, all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled in the name of an immediate family member of Optionee or a trust pursuant to the terms herein, as a condition thereto the designated title holder(s) of such Shares shall execute and deliver to the Company a pledge and escrow agreement, in form and content reasonably satisfactory to the Company and its counsel, consistent with the terms herein. No transfer of Shares to, or designation by Optionee of (for the purposes of owning Shares) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 of principal paid by Optionee under such Note, 10,000 Shares of the Shares pledged to secure such Note shall be released from the lien of the Pledge. As long as no event of default has occurred with respect to a Note and no event giving right to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event of default or an acceleration event, the Company shall have and may exercise all voting rights with respect to such Shares. Optionee hereby irrevocably appoints the Company Optionee's attorney-in-fact for such purpose, it being acknowledged that such appointment is coupled with an interest. Any dividends or distributions payable in respect of any Shares subject to the Pledge shall automatically be applied to pay down the Note(s) in inverse order of their respective maturity date(s). In the event of a default under any Note, in addition to and not in limitation or lieu of any other rights or remedies the Company may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the Notes.

Pledge of Shares. If payment for the purchase of Shares under this Option is made through execution Xxxxxxx hereby pledges and delivery of a Recourse Note(s), effective upon Optionee's purchase(s) of the Shares and the delivery of the Note(s), in order assigns to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the CompanyAero, and grants to the Company Aero a continuing lien and security interest in, the Shares. The Shares pledged pursuant hereto shall be maintained in escrow with Atlas, Peaxxxxx X.A. pursuant to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien all of the Pledge, such Shares may not be further pledged issued and outstanding shares of Xxxxx XX stock now or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an S-8 Registration, all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled hereafter registered in the name of an immediate family member of Optionee or a trust pursuant to the terms hereinXxxxxxx, as a condition thereto represented by the designated title holder(s) of such Shares shall execute certificates specified on Exhibit A hereto, as modified or amended from time to time (the "Pledged Shares"), and deliver to the Company a pledge any proceeds thereof and escrow agreement, in form all dividends and content reasonably satisfactory to the Company other payments and its counsel, consistent with the terms herein. No transfer of Shares to, distributions hereafter made upon or designation by Optionee of (for the purposes of owning Shares) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 of principal paid by Optionee under such Note, 10,000 Shares of the Shares pledged to secure such Note shall be released from the lien of the Pledge. As long as no event of default has occurred with respect to a Note the Pledged Shares and no event giving right any proceeds thereof (such amounts being collectively called herein the "Proceeds," and the Pledged Shares and the Proceeds are hereinafter referred to, collectively, as the "Collateral"), as security for the due and punctual payment of all amounts due and payable or that may become due and payable by Xxxxx XX to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event Aero under the Notes and/or the indemnification provisions set forth in Section 14.2 of default or an acceleration eventthe Asset Purchase Agreement (collectively, the Company "Obligations"). Xxxxxxx shall have deliver, or cause to be delivered, to Aero all of the original certificate(s) evidencing ownership of the pledged shares, together with stock powers duly executed in blank. If, during the term of this Pledge Agreement, any new or additional shares of capital stock of Xxxxx XX, whether created in respect of the Pledged Shares, by stock split, stock dividend, reclassification, readjustment, or otherwise, are issued to Xxxxxxx, such new or additional shares shall, without any further act or deed, become Pledged Shares and may exercise all voting rights with respect shall be delivered to such SharesAero to be held in the same manner and on the same terms and conditions as the shares originally deposited and pledged pursuant to this Pledge Agreement. Optionee Xxxxxxx hereby irrevocably appoints the Company Optionee's Aero as Xxxxxxx'x attorney-in-fact to arrange for such purpose, it being acknowledged that such the transfer of the Pledged Shares on the books of Aero in accordance with the terms of this Pledge Agreement. The aforesaid appointment is constitutes a power coupled with an interest. Any dividends or distributions payable interest and shall not be revocable until payment in respect of any Shares subject to the Pledge shall automatically be applied to pay down the Note(s) in inverse order of their respective maturity date(s). In the event of a default under any Note, in addition to and not in limitation or lieu of any other rights or remedies the Company may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any full of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the NotesObligations.

Pledge of Shares. If payment for the purchase of Shares under this Option is made through execution and delivery of a Recourse Note(s), effective upon Optionee's purchase(s) of the Shares and the delivery of the Note(s), in order to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the Company, and grants to the Company a security interest in, the Shares. The Shares pledged pursuant hereto shall be maintained in escrow with Atlas, Peaxxxxx X.A. Pearxxxx, Xxop & Borkson, P.A. pursuant to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien of the Pledge, such Shares may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an S-8 Registrationregistration, all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled in the name of an immediate family member of Optionee or a trust pursuant to the terms herein, as a condition thereto the designated title holder(s) of such Shares shall execute and deliver to the Company a pledge and escrow agreement, in form and content reasonably satisfactory to the Company and its counsel, consistent with the terms herein. No transfer of Shares to, or designation by Optionee of (for the purposes of owning Shares) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 6,250 of principal paid by Optionee under such Note, 10,000 Shares of the Shares pledged to secure such Note shall be released from the lien of the Pledge. As long as no event of default has occurred with respect to a Note and no event giving right to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event of default or an acceleration event, the Company shall have and may exercise all voting rights with respect to such Shares. Optionee hereby irrevocably appoints the Company Optionee's attorney-in-fact for such purpose, it being acknowledged that such appointment is coupled with an interest. Any dividends or distributions payable in respect of any Shares subject to the Pledge shall automatically be applied to pay down the Note(s) in inverse order of their respective maturity date(s). In the event of a default under any Note, in addition to and not in limitation or lieu of any other rights or remedies the Company may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the Notes.

Pledge of Shares. If payment for the purchase of Shares under this Option is made through execution and delivery of a Recourse Note(s), effective upon Optionee's purchase(s) of the Shares and the delivery of the Note(s), in order to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the Company, and grants to the Company a security interest in, the Shares. The Shares pledged pursuant hereto shall be maintained in escrow with Atlas, Peaxxxxx X.A. Xxxxxxxx, Trop & Borkson, P.A. pursuant to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien of the Pledge, such Shares may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an the current S-8 Registrationregistration, (to the extent of the 30,000 options included in the 1995 Plan or any future registration which includes the 120,000 options not included in the 1995 Plan) all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled in the name of an immediate family member of Optionee or a trust pursuant to the terms herein, as a condition thereto the designated title holder(s) of such Shares shall execute and deliver to the Company a pledge and escrow agreement, in form and content reasonably satisfactory to the Company and its counsel, consistent with the terms herein. No transfer of Shares to, or designation by Optionee of (for the purposes of owning Shares) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 27,900 of principal paid by Optionee under such Note, 10,000 Shares of the Shares pledged to secure such Note shall be released from the lien of the Pledge. As long as no event of default has occurred with respect to a Note and no event giving right to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event of default or an acceleration event, the Company shall have and may exercise all voting rights with respect to such Shares. Optionee hereby irrevocably appoints the Company Optionee's attorney-in-fact for such purpose, it being acknowledged that such appointment is coupled with an interest. Any dividends or distributions payable in respect of any Shares subject to the Pledge shall automatically be applied to pay down the Note(s) in inverse order of their respective maturity date(s). In the event of a default under any Note, in addition to and not in limitation or lieu of any other rights or remedies the Company may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the Notes.

Pledge of Shares. If payment for the purchase of Shares under this Option is made through execution and delivery of a Recourse Note(s), effective upon Optionee's purchase(s) ), of the Shares and the delivery of the Note(s), in order to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the Company, and grants to the Company a security interest in, the Shares. The Shares pledged pursuant hereto shall be maintained in escrow with Atlas, Peaxxxxx X.A. Pearxxxx, Xxop & Borkson, P.A. pursuant to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien of the Pledge, such Shares may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an S-8 Registrationregistration, all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled in the name of an immediate family member of Optionee or a trust pursuant to the terms herein, as a condition thereto the designated title holder(s) of such Shares shall execute and deliver to the Company a pledge and escrow agreement, in form and content reasonably satisfactory to the Company and its counsel, consistent with the terms herein. No transfer of Shares to, or designation by Optionee of (for the purposes of owning Shares) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 2,200 of principal paid by Optionee under such Note, 10,000 Shares of the Shares pledged to secure such Note shall be released from the lien of the Pledge. As long as no event of default has occurred with respect to a Note and no event giving right to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event of default or an acceleration event, the Company shall have and may exercise all voting rights with respect to such Shares. Optionee hereby irrevocably appoints the Company Optionee's attorney-in-fact for such purpose, it being acknowledged that such appointment is coupled with an interest. Any dividends or distributions payable in respect of any Shares subject to the Pledge shall automatically be applied to pay down the Note(s) in inverse order of their respective maturity date(s). In the event of a default under any Note, in addition to and not in limitation or lieu of any other rights or remedies the Company may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the th Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the Notes.

Pledge of Shares. If payment The Lessee may pledge and assign this lease and the shares allocated to the unit as security for a loan made to the purchase Lessee by a bank, trust company, insurance company or other recognized lending institution under such terms and conditions as shall be satisfactory to Lessor and Lender to be contained in an agreement commonly known as a “Recognition Agreement”. In such event (a) the shares will not be voted by the Lender; (b) the Lessor will give the Lender a copy of Shares any notice of default which the Lessor may give to the Lessee and if the Lessee fails to cure such default then the Lender shall have as additional time, such time as was given the Lessee within which to secure said default; and the Lessor will not act upon said default until the time afforded the Lender has elapsed; (c) if the lease is terminated by the Lessor as a result of a default on the part of the Lessee, the Lessor shall promptly give notice of such termination to the lender and upon written request of the Lender, made within 30 days after such notice, the Lessor shall commence summary proceedings for dispossess at Lender's expense and shall within 60 days after the said written notice reissue the shares and execute a new proprietary lease with any individual designated by the Lender provided, however, that the Lessor shall have received payments on behalf of the Lessee of all sums due under this Option is made through execution and delivery lease to the date of a Recourse Note(s), effective upon Optionee's purchase(s) reissuance of the Shares shares; (d) if the Lessee defaults under the loan agreement with the Lender and notice of such default is given to the Lessor, the individual designated by the Lender shall receive the transfer of shares and the delivery of the Note(s), in order to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the Company, and grants to the Company a security interest in, the Shares. The Shares pledged pursuant hereto proprietary lease shall be maintained in escrow with Atlas, Peaxxxxx X.A. pursuant made to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which such individual upon such instruments as shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien of the Pledge, such Shares may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an S-8 Registration, all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled in the name of an immediate family member of Optionee or a trust pursuant to the terms herein, as a condition thereto the designated title holder(s) of such Shares shall execute and deliver to the Company a pledge and escrow agreement, in form and content reasonably satisfactory to the Company and its counselLessor; (e) the Lessor shall not, consistent with without the prior written consent of the Lender, change the terms herein. No transfer of Shares tothis lease, accept a surrender of this lease, permit an assignment of the lease or designation by Optionee a subletting of the apartment, consent to any further mortgage on this lease; (for the purposes of owning Sharesf) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 of principal paid by Optionee under such Note, 10,000 Shares designee of the Shares pledged Lender may cancel this lease pursuant to secure such Note foreclosure upon 30 days notice; (g) the Lender shall indemnify the Lessor for all losses and expenses which may be released claimed by the Lessee resulting from the lien acts or omissions of either the Lessor or the Lender, and the Lessor shall give the Lender prompt written notice of such claim, which the lender may contest on behalf of the Pledge. As long as no event of default has occurred with respect to a Note and no event giving right to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event of default or an acceleration event, Lessor at the Company shall have and may exercise all voting rights with respect to such Shares. Optionee hereby irrevocably appoints the Company OptioneeLender's attorney-in-fact for such purpose, it being acknowledged that such appointment is coupled with an interest. Any dividends or distributions payable in respect of any Shares subject to the Pledge shall automatically be applied to pay down the Note(s) in inverse order of their respective maturity date(s). In the event of a default under any Note, in addition to and not in limitation or lieu of any other rights or remedies the Company may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the Notes.expense;

Pledge of Shares. If payment The Shareholder may pledge and assign this lease and the shares allocated to the unit as security for a loan made to the purchase Shareholder by a bank, trust company, insurance company, or other recognized lending institution under such terms and conditions as shall be satisfactory to Corporation and Lender to be contained in an agreement commonly known as a “Recognition Agreement.” In such event (a) the shares will not be voted by the Lender; (b) the Corporation will give the Lender a copy of Shares any notice of default which the Corporation may give to the Shareholder and if the Shareholder fails to cure such default then the Lender shall have as additional time, such time as was given the Shareholder within which to secure said default; and the Corporation will not act upon said default until the time afforded the Lender has elapsed; (c) if the lease is terminated by the Corporation as a result of a default on the part of the Shareholder, the Corporation shall promptly give notice of such termination to the lender and upon written request of the Lender, made within 30 days after such notice, the Corporation shall commence summary proceedings for dispossess at Lender’s expense and shall within 60 days after the said written notice reissue the shares and execute a new proprietary lease with any individual designated by the Lender provided, however, that the Corporation shall have received payments on behalf of the Shareholder of all sums due under this Option is made through execution and delivery lease to the date of a Recourse Note(s), effective upon Optionee's purchase(s) reissuance of the Shares shares; (d) if the Shareholder defaults under the loan agreement with the Lender and notice of such default is given to the Corporation, the individual designated by the Lender shall receive the transfer of shares and the delivery of the Note(s), in order to secure the Company's obligations under the Note(s), Optionee hereby pledges, assigns and sets over to the Company, and grants to the Company a security interest in, the Shares. The Shares pledged pursuant hereto proprietary lease shall be maintained in escrow with Atlas, Peaxxxxx X.A. pursuant made to the terms of a Pledge and Escrow Agreement previously used by the Company for similar purposes, which such individual upon such instruments as shall be executed by Optionee and the Company upon delivery of a Note(s). As long as any Shares remain subject to the lien of the Pledge, such Shares may not be further pledged or encumbered in any manner, and shall not be sold, transferred or otherwise disposed of. The Escrow Agent shall not be required to relinquish the Pledge or the Escrow Agent's possession of the certificates evidencing the Shares, unless no later than concurrently with the sale of the Shares pursuant to an S-8 Registration, all Notes which are secured by such Shares are paid in full. In the event any of the Shares are to be titled in the name of an immediate family member of Optionee or a trust pursuant to the terms herein, as a condition thereto the designated title holder(s) of such Shares shall execute and deliver to the Company a pledge and escrow agreement, in form and content reasonably satisfactory to the Company and its counselCorporation; (e) the Corporation shall not, consistent with without the prior written consent of the Lender, change the terms herein. No transfer of Shares tothis lease, accept a surrender of this lease, permit and assignment of the lease or designation by Optionee a subletting of the apartment, consent to any further mortgage on this lease; (for the purposes of owning Sharesf) any person or entity shall relieve Optionee of any of his obligations under the Note(s) or this Agreement. With respect to each Note under which a voluntary prepayment is made by Optionee, provided that interest payments on such Note are current through the date of prepayment and such Note is not in default and has not been accelerated, for each $13,500 of principal paid by Optionee under such Note, 10,000 Shares designee of the Shares pledged Lender may cancel this lease pursuant to secure such Note foreclosure upon 30 days’ notice; (g) the Lender shall indemnify the Corporation for all losses and expenses which may be released claimed by the Shareholder resulting from the lien act or omissions of either the notice of such claim, which the Lender may contest in behalf of the Pledge. As long as no event of default has occurred with respect to a Note and no event giving right to accelerate such Note has occurred, Optionee shall retain all voting rights with respect to all Shares securing such Note. Following an event of default or an acceleration event, Corporation at the Company shall have and may exercise all voting rights with respect to such Shares. Optionee hereby irrevocably appoints Lender’s expense; (h) when the Company Optionee's attorney-in-fact for such purpose, it being acknowledged that such appointment loan is coupled with an interest. Any dividends or distributions payable in respect of any Shares subject paid the Lender will give notice to the Pledge shall automatically be applied Corporation to pay down that effect; (i) the Note(s) in inverse order of their respective maturity date(s). In Recognition Agreement may contain such different or additional terms as the event of a default under any Note, in addition to Corporation and not in limitation or lieu of any other rights or remedies the Company Lender may have against Optionee as a result of such default, the Company may exercise all of its rights at law and in equity as a secured party, including without limitation under the Uniform Commercial Code, with respect to all Shares then securing the Note with respect to which the default has occurred. Upon a default, without limiting any of the Company's other rights and remedies, the Company may conduct a public or private foreclosure sale of the Shares securing the Note with respect to which the default has occurred. Optionee agrees that 10 days notice to him of any private sale is fair and reasonable. The Company may be the purchaser at any public foreclosure sale, and may bid any commercially reasonable amount at such sale. In all events, in the event of a public or private foreclosure sale, Optionee shall be liable for any deficiency. All of the Company's rights and remedies under the Note(s), the Pledge and this Agreement, and at law or in equity, are cumulative, and none is intended to be in substitution or in lieu of, nor is the exercise of one intended to be a waiver of, any other. The Company shall have no obligation to proceed against the Shares before proceeding against Optionee with respect to any default under any of the Notesagree.