Exhibit 99.5
STOCK PLEDGE AGREEMENT
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This Stock Pledge Agreement (this "Agreement"), dated as of October 17,
2006, among Laurus Master Fund, Ltd. (the "Pledgee"), ONE IP VOICE, INC.
(formerly Farmstead Telephone Group, Inc.), a Delaware corporation (the
"Company"), and each of the other undersigned parties (other than the Pledgee)
(the Company and each such other undersigned party, a "Pledgor" and
collectively, the "Pledgors").
BACKGROUND
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The Company has entered into a Security Agreement dated as of March 31,
2005 (as amended, modified, restated or supplemented from time to time, the
"Security 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 the
financial accommodations described in the Security Agreement, each Pledgor has
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 that are not
defined shall have the meanings given to them in the Security Agreement,
as applicable.
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 "Obligations") (a) the obligations under the Security
Agreement and the Ancillary Agreements referred to in the Security
Agreement, as each may be amended, restated, modified and/or supplemented
from time to time, collectively, the "Documents") and (b) all other
obligations and liabilities of each Pledgor 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 Obligations, or of any instrument
evidencing any of the Obligations 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 any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code,
including, without limitation, obligations of each Pledgor for
post-petition interest, fees, costs and charges that would have accrued or
been added to the Obligations but for the commencement of such case), each
Pledgor hereby pledges, assigns, hypothecates, transfers and grants a
security interest to Pledgee in all of the following (the "Collateral"):
(a) the shares of stock set forth on Schedule A annexed hereto
and expressly made a part hereof (together with any additional
shares of stock or other equity interests acquired by any Pledgor,
the "Pledged Stock"), the certificates representing the Pledged
Stock 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 Stock;
(b) all additional shares of stock of any issuer (each, an
"Issuer") of the Pledged Stock from time to time acquired by any
Pledgor in any manner, including, without limitation, stock
dividends or a distribution in connection with any increase or
reduction of capital, reclassification, merger, 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 shares of any Pledged Stock
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 Stock 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 assignments 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 the occurrence and during the continuance of an Event
of Default (as defined below), 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 Stock. In addition, the Pledgee shall have the right at
such time to exchange certificates or instruments representing or
evidencing Pledged Stock for certificates or instruments of smaller or
larger denominations.
4. Representations and Warranties of each Pledgor. Each Pledgor
jointly and severally represents and warrants to the Pledgee (which
representations and warranties shall be deemed to continue to be made
until all of the Obligations have 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 each Pledgor 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 each Pledgor enforceable against each Pledgor in
accordance with its terms;
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(c) (i) all Pledged Stock owned by each Pledgor is set forth
on Schedule A hereto and (ii) each Pledgor is the direct and
beneficial owner of each share of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable;
(e) no consent or approval of any person, 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 Pledgor's
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) each Pledgor owns each item of the Collateral 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, mortgage, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens");
(i) there are no restrictions on transfer of the Pledged Stock
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 waived by the
necessary parties;
(j) none of the Pledged Stock has 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 each Pledgor in the Collateral as contemplated by this
Agreement; and
(l) The Pledged Stock constitutes one hundred percent (100%)
of the issued and outstanding shares of capital stock of each
Issuer.
5. Covenants. Each Pledgor jointly and severally covenants that,
until the Obligations shall be indefeasibly satisfied in full and each
Document and each agreement and instrument entered into in connection
therewith is irrevocably terminated:
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(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) Each Pledgor will, at its expense, defend Pledgee's right,
title and security interest in and to the Collateral against the
claims of any other party.
(c) Each Pledgor 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 effectuate 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 Pledgor's proxy to Pledgee or its nominee to vote all
shares of Collateral then registered in each Pledgor's name.
(d) No Pledgor will consent to or approve the issuance of (i)
any additional shares of any class of capital stock 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. Unless an Event of Default shall
have occurred and be continuing, Pledgor shall be entitled to exercise any
voting rights with respect to the Collateral and to give consents, waivers
and ratifications in respect thereof, provided that no vote shall be cast
or consent, waiver or ratification given or action taken which would be
inconsistent with any of the terms of this Agreement or which would
constitute or create any violation of any of such terms. All such rights
of Pledgor to vote and give consents, waiver and ratifications shall upon
notice to Pledgor cease in case such an Event of Default hereunder shall
occur and be continuing. Notwithstanding the foregoing, no Pledgor shall
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. In addition to the Pledgee's rights and remedies set forth
in Section 8 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 each Pledgor for
such purposes) and (iii) be entitled to collect and receive for its own
use cash dividends paid on the Collateral. Following the occurrence of an
Event of Default, 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 other 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. Event of Default. An "Event of Default" under this Agreement
shall occur upon the happening of any of the following events:
(a) An "Event of Default" under any Document or any agreement
or note related to any Document shall have occurred and be
continuing beyond any applicable cure period;
(b) Any Pledgor shall default in the performance of any of its
obligations under any Document, including, without limitation, this
Agreement, and such default shall not be cured during the cure
period applicable thereto;
(c) Any representation or warranty of any Pledgor made herein,
in any Document or in any agreement, statement or certificate given
in writing pursuant hereto or thereto or in connection herewith or
therewith shall be false or misleading in any material respect;
(d) Any portion of the Collateral is subjected to a levy of
execution, attachment, distraint or other judicial process or any
portion of the Collateral is the subject of a claim (other than by
the Pledgee) of a Lien or other right or interest in or to the
Collateral and such levy or claim shall not be cured, disputed or
stayed within a period of fifteen (15) business days after the
occurrence thereof; or
(e) Any Pledgor shall (i) apply for, consent to, or suffer to
exist the appointment of, or the taking of possession by, a
receiver, custodian, trustee, liquidator or other fiduciary of
itself or of all or a substantial part of its property, (ii) make a
general assignment for the benefit of creditors, (iii) commence a
voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent,
(v) file a petition seeking to take advantage of any other law
providing for the relief of debtors, (vi) acquiesce to, or fail to
have dismissed, within thirty (30) days, any petition filed against
it in any involuntary case under such bankruptcy laws, or (vii) take
any action for the purpose of effecting any of the foregoing.
8. Remedies. In case an Event of Default shall have occurred and is
continuing, 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, 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
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(c) Subject to any requirement of applicable law, 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.
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 10 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 10 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 Obligations. In addition to the foregoing,
Pledgee shall have all of the rights, remedies and privileges of a
secured party under the Uniform Commercial Code of New York (the
"UCC") regardless of the jurisdiction in which enforcement hereof is
sought.
9. 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, 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 Securities Act.
10. Proceeds of Sale. 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),
attorneys' 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;
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(b) Second, to the payment of the Obligations, in whole or in
part, in such order as the Pledgee may elect, whether or not such
Obligations is then due;
(c) Third, to such persons, firms, corporations or other
entities as required by applicable law including, without
limitation, Section 9-615(a)(3) of the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgors or as
a court of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the
Obligations, each Pledgor shall be jointly and severally liable for the
deficiency plus the costs and fees of any attorneys employed by Pledgee to
collect such deficiency.
11. Waiver of Marshaling. Each Pledgor hereby waives any right to
compel any marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee's rights with respect to
the Liens granted under this Agreement shall continue unimpaired, and
Pledgor shall be and remain 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 Obligations. 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.
13. Expenses. The Collateral shall secure, and each Pledgor shall
pay to Pledgee on demand, from time to time, all reasonable costs and
expenses, (including but not limited to, reasonable attorneys' 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 Obligations.
14. The Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee. 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
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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 10 hereof.
15. Waivers. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY COMPANY
ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT, ANY OTHER
DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.
16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if the Pledgee receives any payment or payments on account of
the Obligations, 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, or any other
party under the United States Bankruptcy Code, as amended, or any other
federal 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, each Pledgor's 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.
17. 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.
18. 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,
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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.
(d) This Agreement shall be binding upon each Pledgor, and
each Pledgor's successors and assigns, and shall inure to the
benefit of 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
Security Agreement.
(f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
(g) EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK
SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS
OR DISPUTES BETWEEN ANY PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE,
ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER
DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH PLEDGOR
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD
BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW
YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE
DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE
INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF THE PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT
MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF
THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
THE SUCH PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
(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 Agreement after the date
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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/or set forth in such Joinder Agreement 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 shall be deemed an original signature hereto.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
ONE IP VOICE, INC.
By: /s/ Xxxx-Xxxx Xxxxxxxxxxx
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Name: Xxxx-Xxxx Xxxxxxxxxxx
Title: C.E.O.
OIPV CORP.
By: /s/ Xxxx-Xxxx Xxxxxxxxxxx
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Name: Xxxx-Xxxx Xxxxxxxxxxx
Title: President
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
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Name: Xxxxx Grin
Title: Director
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SCHEDULE A to the Stock Pledge Agreement
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Pledged Stock
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Stock Certificate Number of
Pledgor Issuer Class of Stock Number Par Value Shares
------- ------ -------------- ------ --------- ------
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One IP Voice, Inc. OIPV Corp. Common 1 $0.01 100
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