SHARE PLEDGE AGREEMENT
EXHIBIT
10.8
This
Share Pledge Agreement (this “Agreement”),
dated
as of December 31, 2005, among Laurus
Master Fund, Ltd.
(the
“Pledgee”),
Creative
Vistas, Inc.,
an
Arizona corporation, (the “Parent”),
Cancable
Holding Corp.,
a
Delaware corporation (“Holding”),
Cancable
Inc.,
an
Ontario corporation (the “Company”),
Creative Vistas Acquisition Corp, an Ontario corporation (“Acquisition”)
(together with the Company, Holding, Parent, the “Pledgors”
and,
each a “Pledgor”).
BACKGROUND
The
Company has entered into a Securities Purchase Agreement, dated as of December
31, 2005 (as amended, modified, restated or supplemented from time to time,
the
“Securities
Purchase Agreement”),
pursuant to which the Pledgee provides or will provide certain financial
accommodations to the Company.
In
order
to induce the Pledgee to provide or continue to provide financial
accommodations, the Pledgors have agreed to pledge and grant a security interest
in the collateral described herein to the Pledgee on the terms and conditions
set forth herein.
NOW,
THEREFORE,
in
consideration of the premises and for other good and valuable consideration
the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1. Defined
Terms.
All
capitalized terms used herein which are not defined shall have the meanings
given to them in the Securities Purchase Agreement.
2. Pledge
and Grant of Security Interest.
To
secure the full and punctual payment and performance of (the following clauses
(a) and (b), collectively, the “Indebtedness”):
(a) the
obligations under the Securities Purchase Agreement and the Related Agreements
referred to in the Securities Purchase Agreement, (the Securities Purchase
Agreement and the Related Agreements, as each may be amended, restated, modified
and/or supplemented from time to time, collectively, the “Documents”),
and
(b) all other indebtedness, obligations and liabilities of the Pledgors to
the Pledgee whether now existing or hereafter arising, direct or indirect,
liquidated or unliquidated, absolute or contingent, due or not due and whether
under, pursuant to or evidenced by a note, agreement, guaranty, instrument
or
otherwise (in each case, irrespective of the genuineness, validity, regularity
or enforceability of such Indebtedness, or of any instrument evidencing any
of
the Indebtedness or of any collateral therefor or of the existence or extent
of
such collateral, and irrespective of the allowability, allowance or disallowance
of any or all of such in any case commenced by or against the Pledgor under
Xxxxx 00, Xxxxxx Xxxxxx Code, the
Bankruptcy
and Insolvency Act
(Canada)
(the “BIA”)
and
the Companies’
Creditors Arrangement Act
(the
“CCAA”)
including, without limitation, obligations or indebtedness of the Pledgors
for
post-petition interest, fees, costs and charges that would have accrued or
been
added to the Indebtedness but for the commencement of such case), the Pledgors
hereby pledge, assign, hypothecate, transfer and grant a security interest
to
Pledgee in all of the following (the “Collateral”):
(a) the
shares set forth on Schedule
A
annexed
hereto and expressly made a part hereof (together with any additional shares
or
other equity interests acquired by any Pledgor, the “Pledged
Shares”),
the
certificates representing the Pledged Shares and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all
of the Pledged Shares;
(b) all
additional shares of any issuer (each, an “Issuer”)
of the
Pledged Shares from time to time acquired by any Pledgor in any manner,
including, without limitation, dividends or a distribution in connection with
any increase or reduction of capital, reclassification, merger, amalgamation,
consolidation, sale of assets, combination of shares, stock split, spin-off
or
split-off (which shares shall be deemed to be part of the Collateral), and
the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all
of such shares; and
(c) all
options and rights, whether as an addition to, in substitution of or in exchange
for any Pledged Shares and all dividends, cash, instruments and other property
or proceeds from time to time received, receivable or otherwise distributed
in
respect of or in exchange for any or all such options and rights.
3. Delivery
of Collateral.
All
certificates representing or evidencing the Pledged Shares shall be delivered
to
and held by or on behalf of Pledgee pursuant hereto and shall be accompanied
by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer
upon demand by the Pledgee to deliver any certificates, instruments or other
distributions issued in connection with the Collateral directly to the Pledgee,
in each case to be held by the Pledgee, subject to the terms hereof. Upon an
Event of Default (as defined below) under the Note that has occurred and is
continuing beyond any applicable grace period, the Pledgee shall have the right,
during such time in its discretion and without notice to the Pledgor, to
transfer to or to register in the name of the Pledgee or any of its nominees
any
or all of the Pledged Shares. In addition, the Pledgee shall have the right
at
such time to exchange certificates or instruments representing or evidencing
Pledged Shares for certificates or instruments of smaller or larger
denominations.
4. Representations
and Warranties of each Pledgor.
The
Pledgors jointly and severally represent and warrant to the Pledgee (which
representations and warranties shall be deemed to continue to be made until
all
of the Indebtedness has been paid in full and each Document and each agreement
and instrument entered into in connection therewith has been irrevocably
terminated) that:
(a) the
execution, delivery and performance by the Pledgors of this Agreement and the
pledge of the Collateral hereunder do not and will not result in any violation
of any agreement, indenture, instrument, license, judgment, decree, order,
law,
statute, ordinance or other governmental rule or regulation applicable to any
Pledgor;
(b) this
Agreement constitutes the legal, valid, and binding obligation of the Pledgors
enforceable against each Pledgor in accordance with its terms;
(c) (i) all
Pledged Shares owned by the Pledgors are set forth on Schedule A hereto and
(ii) the Pledgors are the direct and beneficial owner of all of the Pledged
Shares;
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(d) all
of
the Pledged Shares have been duly authorized, validly issued and are fully
paid
and nonassessable;
(e) no
consent or approval of any person (including any Issuer), corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the execution, delivery and performance of this Agreement,
(ii) the exercise by the Pledgee of any rights with respect to the
Collateral or (iii) the pledge and assignment of, and the grant of a
security interest in, the Collateral hereunder;
(f) there
are
no pending or, to the best of Pledgors’ knowledge, threatened actions or
proceedings before any court, judicial body, administrative agency or arbitrator
which may materially adversely affect the Collateral;
(g) each
Pledgor has the requisite power and authority to enter into this Agreement
and
to pledge and assign the Collateral to the Pledgee in accordance with the terms
of this Agreement;
(h) the
Pledgors own the Collateral (including those set out in Schedule A hereto)
and,
except for the pledge and security interest granted to Pledgee hereunder, the
Collateral shall be, immediately following the closing of the transactions
contemplated by the Documents, free and clear of any other security interest,
pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance
whatsoever (collectively, “Liens”);
(i) other
than restrictions generally applicable under the US Securities Act (as defined
below) or the Securities
Act
(Ontario), there are no restrictions on transfer of the Pledged Shares contained
in the certificate of incorporation or by-laws (or equivalent organizational
documents) of the Issuer or otherwise which have not otherwise been enforceably
and legally complied with or waived as the case may be, by the necessary
parties;
(j) none
of
the Pledged Shares have been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject;
(k) the
pledge and assignment of the Collateral and the grant of a security interest
under this Agreement vest in the Pledgee all rights of the Pledgors in the
Collateral as contemplated by this Agreement; and
(l) except
as
set forth on Schedule A hereto, the Pledged Shares constitute one hundred
percent (100%) of the issued and outstanding shares of each Issuer.
5. Covenants.
The
Pledgors jointly and severally covenant that, until the Indebtedness shall
be
satisfied in full and each Document and each agreement and instrument entered
into in connection therewith is irrevocably terminated:
(a) No
Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
in or to the Collateral or any interest therein; nor will any Pledgor create,
incur or permit to exist any Lien whatsoever with respect to any of the
Collateral or the proceeds thereof other than that created hereby.
(b) The
Pledgors will, at their expense, defend Pledgee’s right, title and security
interest in and to the Collateral against the claims of any other
party.
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(c) The
Pledgors shall at any time, and from time to time, upon the written request
of
Pledgee, execute and deliver such further documents and do such further acts
and
things as Pledgee may reasonably request in order to effect the purposes of
this
Agreement including, but without limitation, delivering to Pledgee upon the
occurrence of an Event of Default irrevocable proxies in respect of the
Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an
Event
of Default that has occurred and is continuing beyond any applicable grace
period, this Agreement shall constitute each Pledgor’s proxy to Pledgee or its
nominee to vote all shares of Collateral then registered in such Pledgor’s
name.
(d) No
Pledgor will consent to or approve the issuance of (i) any additional
shares of any class of shares or other equity interests of the Issuer; or
(ii) any securities convertible either voluntarily by the holder thereof or
automatically upon the occurrence or nonoccurrence of any event or condition
into, or any securities exchangeable for, any such shares, unless, in either
case, such shares are pledged as Collateral pursuant to this
Agreement.
6. Voting
Rights and Dividends.
Until
the occurrence of an Event of Default which is continuing: (i) the
Pledgors may exercise all rights to vote and to exercise all rights of
conversion or retraction or other similar rights with respect to any Collateral;
provided that no such exercise, in the opinion of the Pledgee, will have an
adverse effect on the value of Collateral and all expenses of the Pledgee in
connection therewith have been paid in full and provided further that, upon
the
exercise of the conversion or retraction right, the additional Collateral
resulting therefrom shall be paid or delivered to the Pledgee; (ii) the
Pledgors shall be entitled to receive all dividends (whether paid or distributed
in cash, securities or other property) and interest declared and paid or
distributed in respect of the Collateral, and such dividends and interest shall
cease to be subject to the security interest if paid or distributed to the
Pledgor at any time other than during the period of an Event of Default that
has
occurred and is continuing; and (iii) the
Collateral will remain registered in the names of the Pledgors and will not
be
transferred into the name of the Pledgee or its nominee. In addition to the
Pledgee’s rights and remedies set forth in Section 9
hereof,
in case an Event of Default shall have occurred and be continuing, beyond any
applicable cure period, the Pledgee shall (i) be
entitled to vote the Collateral, (ii) be
entitled to give consents, waivers and ratifications in respect of the
Collateral (each Pledgor hereby irrevocably constituting and appointing the
Pledgee, with full power of substitution, the proxy and attorney-in-fact of
such
Pledgor for such purposes) and (iii) be
entitled to collect and receive for its own use cash dividends paid on the
Collateral. The Pledgors shall not be permitted to exercise or refrain from
exercising any voting rights or other powers if, in the reasonable judgment
of
the Pledgee, such action would have a material adverse effect on the value
of
the Collateral or any part thereof; and, provided,
further,
that
each Pledgor shall give at least three (3) business days’ written notice of the
manner in which such Pledgor intends to exercise, or the reasons for refraining
from exercising, any voting rights or other powers other than with respect
to
any election of directors and voting with respect to any incidental matters.
Following the occurrence of an Event of Default and during the continuance
of
such Event of Event, all dividends and all other distributions in respect of
any
of the Collateral, shall be delivered to the Pledgee to hold as Collateral
and
shall, if received by any Pledgor, be received in trust for the benefit of
the
Pledgee, be segregated from the other property or funds of any Pledgor, and
be
forthwith delivered to the Pledgee as Collateral in the same form as so received
(with any necessary endorsement).
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7. Attachment.
Each
Pledgor acknowledges and agrees that: (i) value
has been given, or will be given upon the making of payment under the Securities
Purchase Agreement by Laurus; (ii) the
Pledgors have rights in the Collateral; and (iii) the
Pledgors and Laurus have not agreed to postpone the time for attachment of
the
security interest granted hereunder which shall attach upon the execution of
this Agreement and, in the case of Collateral acquired after the date hereof,
when the Pledgor has rights therein.
8. Event
of Default.
An
Event of Default shall be deemed to have occurred and may be declared by the
Pledgee upon the occurrence of an “Event of Default” under and as defined in the
Note which shall have occurred and be continuing beyond any applicable cure
period.
9. Remedies.
In case
an Event of Default shall have occurred and be declared by the Pledgee, the
Pledgee may:
(a) Transfer
any or all of the Collateral into its name, or into the name of its nominee
or
nominees;
(b) Exercise
all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Collateral as
if
it were the absolute owner thereof, including, but without limitation, the
right
to exchange, at its discretion, any or all of the Collateral upon the merger,
consolidation, amalgamation, reorganization, recapitalization or other
readjustment of the Issuer thereof, or upon the exercise by the Issuer of any
right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral
with
any committee, depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to account for property actually received by it; and
(c) Subject
to any requirement of applicable law including for greater certainty, the
Personal
Property Security Act
(Ontario) (as amended from time to time, which Act, including amendments thereto
and any Act substituted therefore and amendments thereto is herein referred
to
as the “PPSA”)
and
the Uniform Commercial Code (the “UCC”)
as in
effect in the State of New York (or, if by reason of mandatory provisions of
law, any or all of the rights and remedies with respect to, Pledgee’s security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of New York, as in effect in
such
other jurisdiction), sell, assign and deliver the whole or, from time to time,
any part of the Collateral at the time held by the Pledgee, at any private
sale
or at public auction, with or without demand, advertisement or notice of the
time or place of sale or adjournment thereof or otherwise (all of which are
hereby waived, except such notice as is required by applicable law and cannot
be
waived), for cash or credit or for other property for immediate or future
delivery, and for such price or prices and on such terms as the Pledgee in
its
sole discretion may determine, or as may be required by applicable law, provided
that the foregoing shall be done in a commercially reasonable
manner.
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Each
Pledgor hereby waives and releases any and all right or equity of redemption,
whether before or after sale hereunder. At any such sale, unless prohibited
by
applicable law, the Pledgee may bid for and purchase the whole or any part
of
the Collateral so sold free from any such right or equity of redemption. All
moneys received by the Pledgee hereunder whether upon sale of the Collateral
or
any part thereof or otherwise shall be held by the Pledgee and applied by it
as
provided in Section 11
hereof.
No failure or delay on the part of the Pledgee in exercising any rights
hereunder shall operate as a waiver of any such rights nor shall any single
or
partial exercise of any such rights preclude any other or future exercise
thereof or the exercise of any other rights hereunder. The Pledgee shall have
no
duty as to the collection or protection of the Collateral or any income thereon
nor any duty as to preservation of any rights pertaining thereto, except to
apply the funds in accordance with the requirements of Section 11
hereof.
The Pledgee may exercise its rights with respect to property held hereunder
without resort to other security for or sources of reimbursement for the
Indebtedness. In addition to the foregoing, to the extent applicable, Pledgee
shall have all of the rights, remedies and privileges of a secured party under
the UCC and the PPSA regardless of the jurisdiction in which enforcement hereof
is sought as in effect in the State of New York (or, if by reason of mandatory
provisions of law, any or all of the rights and remedies with respect to,
Pledgee’s security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New
York,
as in effect in such other jurisdiction)
10. Private
Sale.
Each
Pledgor recognizes that the Pledgee may be unable to effect (or to do so only
after delay which would adversely affect the value that might be realized from
the Collateral) a public sale of all or part of the Collateral by reason of
certain prohibitions contained in the Securities Act of 1933 (the “US
Securities Act”),
or
the Securities
Act
(Ontario), and may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things,
to acquire such Collateral for their own account, for investment and not with
a
view to the distribution or resale thereof. Each Pledgor agrees that any such
private sale may be at prices and on terms less favorable to the seller than
if
sold at public sales and that such private sales shall be deemed to have been
made in a commercially reasonable manner. Each Pledgor agrees that the Pledgee
has no obligation to delay sale of any Collateral for the period of time
necessary to permit the Issuer to register the Collateral for public sale under
the US Securities Act or the Securities
Act
(Ontario).
11. Proceeds
of Sale.
Subject
to applicable law, the proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the
Pledgee as follows:
(a) First,
to
the payment of all costs, reasonable expenses and charges of the Pledgee and
to
the reimbursement of the Pledgee for the prior payment of such costs, reasonable
expenses and charges incurred in connection with the care and safekeeping of
the
Collateral (including, without limitation, the reasonable expenses of any sale
or any other disposition of any of the Collateral), the expenses of any taking,
legal fees and reasonable expenses, court costs, any other fees or expenses
incurred or expenditures or advances made by Pledgee in the protection,
enforcement or exercise of its rights, powers or remedies
hereunder;
(b) Second,
to the payment of the Indebtedness, in whole or in part, in such order as the
Pledgee may elect, whether or not such Indebtedness is then due;
(c) Third,
to
the extent applicable, to such persons, firms, corporations or other entities
as
required by applicable law including, without limitation, Section 9-504(1)(c)
of
the UCC and 64(1) of the PPSA; and
(d) Fourth,
to the extent of any surplus to the Pledgors or as a court of competent
jurisdiction may direct.
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In
the
event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Indebtedness, the Pledgors
shall be jointly and severally liable for the deficiency plus the costs and
fees
of any lawyers employed by Pledgee to collect such deficiency.
12. Waiver
of Marshaling.
Each
Pledgor hereby waives any right to compel any marshaling of any of the
Collateral.
13. No
Waiver.
Any and
all of the Pledgee’s rights with respect to the Liens granted under this
Agreement shall continue unimpaired, and the Pledgors shall be and remain
jointly and severally obligated in accordance with the terms hereof,
notwithstanding (a) the bankruptcy, insolvency or reorganization of any
Pledgor, (b) the release or substitution of any item of the Collateral at
any time, or of any rights or interests therein, or (c) any delay,
extension of time, renewal, compromise or other indulgence granted by the
Pledgee in reference to any of the Indebtedness. Each Pledgor hereby waives
all
notice of any such delay, extension, release, substitution, renewal, compromise
or other indulgence, and hereby consents to be bound hereby as fully and
effectively as if such Pledgor had expressly agreed thereto in advance. No
delay
or extension of time by the Pledgee in exercising any power of sale, option
or
other right or remedy hereunder, and no failure by the Pledgee to give notice
or
make demand, shall constitute a waiver thereof, or limit, impair or prejudice
the Pledgee’s right to take any action against any Pledgor or to exercise any
other power of sale, option or any other right or remedy.
14. Expenses.
The
Collateral shall secure, and the Pledgors shall pay to Pledgee on demand, from
time to time, all reasonable costs and expenses, (including but not limited
to,
reasonable legal fees and costs, taxes, and all transfer, recording, filing
and
other charges) of, or incidental to, the custody, care, transfer, administration
of the Collateral or any other collateral, or in any way relating to the
enforcement, protection or preservation of the rights or remedies of the Pledgee
under this Agreement or with respect to any of the Indebtedness.
15. The
Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee.
Upon
the occurrence of an Event of Default, each Pledgor hereby irrevocably
constitutes and appoints the Pledgee as such Pledgor’s true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge
and
deliver any instruments and to do in such Pledgor’s name, place and stead, all
such acts, things and deeds for and on behalf of and in the name of such
Pledgor, which such Pledgor could or might do or which the Pledgee may deem
necessary, desirable or convenient to accomplish the purposes of this Agreement,
including, without limitation, to execute such instruments of assignment or
transfer or orders and to register, convey or otherwise transfer title to the
Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms
all that said attorney-in-fact may so do and hereby declares this power of
attorney to be coupled with an interest and irrevocable. If any Pledgor fails
to
perform any agreement herein contained, the Pledgee may itself perform or cause
performance thereof, and any costs and expenses of the Pledgee incurred in
connection therewith shall be paid by the Pledgors as provided in Section
11
hereof.
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16. Waivers.
EACH
PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED
BY
THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH
PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
17. Recapture.
Notwithstanding anything to the contrary in this Agreement, if the Pledgee
receives any payment or payments on account of the Indebtedness, which payment
or payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver, interim receiver, receiver and manager or any other party under the
United States Bankruptcy Code, the BIA, the CCAA, or any other federal,
provincial or state bankruptcy, reorganization, moratorium or insolvency law
relating to or affecting the enforcement of creditors’ rights generally, common
law or equitable doctrine, then to the extent of any sum not finally retained
by
the Pledgee, the Pledgors’ obligations to the Pledgee shall be reinstated and
this Agreement shall remain in full force and effect (or be reinstated) until
payment shall have been made to Pledgee, which payment shall be due on
demand.
18. Captions.
All
captions in this Agreement are included herein for convenience of reference
only
and shall not constitute part of this Agreement for any other
purpose.
19. Miscellaneous.
(a) This
Agreement constitutes the entire and final agreement among the parties with
respect to the subject matter hereof and may not be changed, terminated or
otherwise varied except by a writing duly executed by the parties
hereto.
(b) No
waiver
of any term or condition of this Agreement, whether by delay, omission or
otherwise, shall be effective unless in writing and signed by the party sought
to be charged, and then such waiver shall be effective only in the specific
instance and for the purpose for which given.
(c) In
the
event that any provision of this Agreement or the application thereof to any
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
to
such statute, regulation or rule of law, and the remainder of this Agreement
and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall same affect
the validity or enforceability of any other provision of this
Agreement.
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(d) This
Agreement shall inure to the benefit of and be binding upon each Pledgor, and
the Pledgors’ respective successors and assigns, and shall inure to the benefit
of and be binding upon the Pledgee and its successors and assigns.
(e) Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in accordance with the Securities Purchase Agreement.
(f) This
Agreement shall be governed by and construed and enforced in all respects in
accordance with the laws of the Province of Ontario and the federal laws of
Canada.
(g) EACH
PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF
COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN
CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR
INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR
CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER CONSENTS THAT
ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN
DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED,
OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.
EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
OR VENUE OR BASED UPON FORUM NON CONVENIENS.
(h) It
is
understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Share Pledge
Agreement after the date hereof pursuant to the requirements of any Document,
shall become a Pledgor hereunder by (x) executing a joinder agreement in
form and substance satisfactory to the Pledgee, (y) delivering supplements
to such exhibits and annexes to such Documents as the Pledgee shall reasonably
request and (z) taking all actions as specified in this Agreement as would
have been taken by such Pledgor had it been an original party to this Agreement,
in each case with all documents required above to be delivered to the Pledgee
and with all documents and actions required above to be taken to the reasonable
satisfaction of the Pledgee.
(i) This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which when taken together shall constitute one
and
the same agreement. Any signature delivered by a party by facsimile transmission
or by sending a scanned copy by electronic mail shall be deemed an original
signature hereto.
(j) If
there
is any inconsistency between the provisions of this Agreement and the provisions
of the Note, the provisions of the Note shall prevail.
-9-
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the day and year first written
above.
CREATIVE
VISTAS, INC.
an
Arizona corporation
Per:
/s/
Xxxxxxx Xxxxx
Name: Xxxxxxx
Xxxxx
Title: President
CREATIVE
VISTAS ACQUISITION CORP.
an
Ontario corporation
Per:
/s/
Xxxxx
Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: President
and Secretary
CANCABLE
INC.,
an
Ontario corporation
Per:
/s/
Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title: President
CANCABLE
HOLDING CORP.,
a
Delaware corporation
Per:
/s/
Xxxxx
Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: Chairman
and CEO
LAURUS
MASTER FUND, LTD.
Per:
/s/
Xxxxx
Grin
Name: Xxxxx
Grin
Title: Director
-10-
SCHEDULE
“A”
to the Share Pledge Agreement
Pledged
Shares
|
Pledgor
|
Issuer
|
Class
of Share
|
Share
Certificate Number
|
Number
of Shares
|
Percentage
of
Shares Owned
|
|
Creative
Vistas, Inc.
|
Cancable
Holding Corp. (Delaware)
|
Common
|
1
|
51
|
51%
|
|
Creative
Vistas, Inc.
|
Creative
Vistas Acquisition Corp.
|
NVE
|
NVE-1
|
100
|
100%
|
|
VFV
|
VFV-2
|
50
|
50%
|
||
|
Creative
Vistas Acquisition Corp.
|
Iview
Digital Video Solutions Inc. (Canada)
|
Common
|
C-1
|
100
|
100%
|
|
Creative
Vistas Acquisition Corp.
|
A.C.
Technical Systems Ltd.
|
Common
|
C-9
|
10,000,000
|
100%
|
|
Cancable
Holding Corp.
|
Cancable
Inc. (Ontario)
|
Common
|
|
31,178,608
|
100%
|
|
Cancable
Inc.
|
Cancable,
Inc. (Nevada)
|
Common
|
1
|
25,000
|
100%
|
