STOCK PLEDGE AGREEMENT
STOCK
PLEDGE AGREEMENT ("Agreement") entered
into as of the __ day of July, 2009 by and among Precursor Management Inc. (the
"Secured Party"),
and Décor Products International, Inc. (F/K/A Murals by Xxxxxxx, Inc.), a
Florida corporation with offices at No. 6 Economic Zone, Wushaliwu, Xxxxx’an
Town, Dongguan, Guangdong Province, P.R. China ("the
Pledgor").
RECITALS
A. The
Pledgor has agreed to pledge certain securities to secure performance of its
obligations under its Note, No. 1 in an aggregate face amount Five Hundred and
Sixty Five Thousand and 00/100 Dollars ($565,000.00) payable to the Secured
Party (the "Note"). Capitalized terms in this Agreement which are not identified
herein will have the meanings given such terms in the Note.
B. The
Secured Party is willing to accept the Note only upon receiving the Pledgor's
guarantee and pledge of certain stock as set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Grant of Security Interest
True-up of Collateral. The Pledgor hereby pledges to the Secured Party as
collateral and security for the Secured Obligations (as defined in Section 2) the
securities, issued by Decor Products International Inc., a Florida corporation
("MUBM"); also referred to as the "Issuer" and
initially set forth on the attached Schedule 1 of this
Agreement, together with medallion guaranteed stock powers and an irrevocable
instruction letter the Issuer to the transfer agent (the "Transfer Agent") of
the Issuer's common stock (the "Pledged Shares").
Unless otherwise set forth on Schedule 1 of this
Agreement, the Pledgor is the beneficial and record owner of the Pledged Shares
set forth on such Schedule. Such Pledged Shares, together with any additions,
replacements, accessions or substitutes therefor or proceeds thereof, are
hereinafter referred to collectively as the "Collateral." For
purposes of this Section 1, the Market
Value of the Collateral shall be calculated as the average of the volume
weighted average prices for the Common Stock for the five (5) trading days
immediately preceding the date on which it is measured, as reported by Bloomberg
L.P. The value of any additional shares delivered into escrow as provided above
shall be deemed to be the Market Value on the date on which the deficiency shall
have occurred.
2. Secured Obligations.
During the term hereof, the Collateral shall secure the performance by
the Pledgor of its obligations, covenants, and agreements under this Pledge
Agreement and the performance of its Obligations under the Note (the "Secured
Obligations").
3. Perfection of Security
Interests. (a) Upon execution of this Agreement, the Pledgor shall
deliver the Pledged Shares, together with Stock Powers (with Medallion
Guarantees annexed), to the Secured Party.
(b) The
Pledgor will, at its own expense, cause to be searched the public records with
respect to the Collateral and will execute, deliver, file and record (in such
manner and form as the Secured Party may require), or permit the Secured Party
to file and record, as the Pledgor's attorney-in-fact, any financing statements,
any carbon, photographic or other reproduction of a financing statement or this
Agreement (which shall be sufficient as a financing statement hereunder), any
specific assignments or other paper that may be reasonably necessary or
desirable, or that the Secured Party may request, in order to create, preserve,
perfect or validate any Security Interest or to enable the Secured Party to
exercise and enforce its rights hereunder with respect to any of the Collateral.
The Pledgor hereby appoints the Secured Party as the Pledgor's attorney-in-fact
to execute in the name and behalf of the Pledgor such additional financing
statements as the Secured Party may request.
4. Assignment. In
connection with the transfer of the Note in accordance with its terms, the
Secured Party may assign or transfer the whole or any part of his security
interest granted hereunder, and may transfer as collateral security the whole or
any part of his security interest in the Collateral. Any transferee of the
Collateral shall be vested with all of the rights and powers of the Secured
Party hereunder with respect to the Collateral.
5. The Pledgor' s
Warranty. Title. The Pledgor represents and warrants hereby to
the Secured Party as follows with respect to the Pledged Shares:
(i) The
Collateral is free and clear of any encumbrances of every nature whatsoever, and
the Pledgor is the sole owner of the Pledged Shares;
(ii) The
Pledgor further agrees not to grant or create, any security interest, claim,
lien, pledge or other encumbrance with respect to such Collateral or attempt to
sell, transfer or otherwise dispose of the Collateral, until the Secured
Obligations have been paid in full or this Agreement terminates;
and
(iii)
This Agreement constitutes a legal, valid and binding obligation of the Pledgor
enforceable in accordance with its terms (except as the enforcement thereof may
be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and similar laws now or hereafter in effect),
B. Other. (i) The
Pledgor has made necessary inquiries of both of the Issuers and believes that
each of them fully intends to fulfill and has the capability of fulfilling the
Secured Obligations to be performed by the Issuer in accordance with the terms
of the Note.
(ii) The
Pledgor is not acting, and has not agreed to act, in any plan to sell or dispose
of any Pledged Shares in a manner intended to circumvent the registration
requirements of the Securities Act of 1933, as amended, or any applicable state
law.
(iii) The
Pledgor has been advised by counsel of the elements of a bona-fide pledge for
purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended,
including the relevant SEC interpretations, and affirms that the pledge of
shares by the undersigned pursuant to this Pledge Agreement will constitute a
bona-fide pledge of such shares for purposes of such Rule.
6. Collection of Dividends and
Interest. During the term of this Agreement and so long as the Pledgor is
not in default under the Note, the Pledgor is authorized to collect all
dividends, distributions, interest payments, and other amounts that may be, or
may become, due on any of the Collateral.
7. Voting Rights. During
the term of this Agreement and until such time as this Agreement has terminated
or the Secured Party has exercised his rights under this Agreement to foreclose
its security interest in the Collateral, The Pledgor shall have the right to
exercise any voting rights evidenced by, or relating to, the
Collateral.
8. Warrants and Options.
In the event that, during the term of this Agreement, subscription,
spin-off, warrants, dividends, or any other rights or option shall be issued in
connection with the Collateral, such warrants, dividends, rights and options
shall be immediately delivered to the Secured Party to be held under the terms
hereof in the same manner as the Collateral.
9. Preservation of the Value of
the Collateral. The Pledgor shall pay all taxes, charges, and assessments
against the Collateral and do all acts necessary to preserve and maintain the
value thereof.
10. The Secured Party as the
Pledgor's Attorney-in-Fact.
(a) The
Pledgor hereby irrevocably appoints the Secured Party as the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor
and in the name of the Pledgor, the Secured Party or otherwise, from time to
time at the Secured Party's discretion, to take any action and to execute any
instrument that the Secured Party may reasonably deem necessary or advisable to
accomplish the purposes of this Agreement, including: (i) upon the occurrence
and during the continuance of an Event of Default (as defined below), to
receive, endorse, and collect all instruments made payable to the Pledgor
representing any dividend, interest payment or other distribution in respect of
the Collateral (as defined in the Note) or any part thereof to the extent
permitted hereunder and to give full discharge for the same and to execute and
file governmental notifications and reporting forms; (ii) to arrange for the
transfer of the Collateral on the books of the Issuer or any other person to the
name of the Secured Party or to the name of the Secured Party's
nominee.
(b) In
addition to the designation of the Secured Party as the Pledgor's
attorney-in-fact in subsection (a), the Pledgor hereby irrevocably appoints the
Secured Party as the Pledgor's agent and attorney-in-fact to make, execute and
deliver any and all documents and writings which may be necessary or appropriate
for approval of, or be required by, any regulatory authority located in any
city, county, state or country where the Pledgor engages in business, in order
to transfer or to more effectively transfer any of the Pledged Interests or
otherwise enforce the Secured Party's rights hereunder.
11. Remedies upon Default.
Upon the occurrence and during the continuance of an Event of Default
under the Note ("Event
of Default"):
(a) The
Secured Party may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a Secured Party on default under the Code (irrespective
of whether the Code applies to the affected items of Collateral), and the
Secured Party may also without notice (except as specified below) sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange, broker's board or at any of the Secured Party's offices or
elsewhere, for cash, on credit or for future delivery, at such time or times and
at such price or prices and upon such other terms as the Secured Party may deem
commercially reasonable, irrespective of the impact of any such sales on the
market price of the Collateral. To the maximum extent permitted by applicable
law, the Secured Party may be the purchaser of any or all of the Collateral at
any such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply all or any part of the
Secured Obligations as a credit on account of the purchase price of any
Collateral payable at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay, or appraisal that it now has or may at any time in
the future have under any rule of law or statute now existing or hereafter
enacted. The Pledgor agrees that, to the extent notice of sale shall be required
by law, at least ten (10) calendar days notice to the Pledgor of the time and
place of any public sale or the time after which a private sale is to be made
shall constitute reasonable notification. The Secured Party shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Secured Party may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. To the maximum extent permitted by law, The Pledgor hereby waives any
claims against the Secured Party arising because the price at which any
Collateral may have been sold at such a private sale was less than the price
that might have been obtained at a public sale, even if the Secured Party
accepts the first offer received and does not offer such Collateral to more than
one offeree.
(b) The
Pledgor hereby agrees that any sale or other disposition of the Collateral
conducted in conformity with reasonable commercial practices of banks, insurance
companies, or other financial institutions in the city and state where the
Secured Party is located in disposing of property similar to the Collateral
shall be deemed to be commercially reasonable.
(c) The
Pledgor hereby acknowledges that the sale by the Secured Party of any Collateral
pursuant to the terms hereof in compliance with the Securities Act of 1933, as
amended, as now in effect or as hereafter amended, or any similar statute
hereafter adopted with similar purpose or effect (the "Securities Act"), as
well as applicable "Blue Sky" or other state securities laws, may require strict
limitations as to the manner in which the Secured Party or any subsequent
transferee of the Collateral may dispose thereof. The Pledgor acknowledges and
agrees that in order to protect the Secured Party's interest it may be necessary
to sell the Collateral at a price less than the maximum price attainable if a
sale were delayed or were made in another manner, such as a public offering
under the Securities Act. The Pledgor has no objection to sale in such a manner
and agrees that the Secured Party shall have no obligation to obtain the maximum
possible price for the Collateral. Without limiting the generality of the
foregoing, The Pledgor agrees that, upon the occurrence and during the
continuation of an Event of Default, the Secured Party may, subject to
applicable law, from time to time attempt to sell all or any part of the
Collateral by a private placement, restricting the bidders and prospective
purchasers to those who will represent and agree that they are purchasing for
investment only and not for distribution. In so doing, the Secured Party may
solicit offers to buy the Collateral or any part thereof for cash, from a
limited number of investors reasonably believed by the Secured Party to be
institutional investors or other accredited investors who might be interested in
purchasing the Collateral. If the Secured Party shall solicit such offers, then
the acceptance by the Secured Party of one of the offers shall be deemed to be a
commercially reasonable method of disposition of the Collateral.
(d) If
the Secured Party shall determine to exercise its right to sell all or any
portion of the Collateral pursuant to this Section, then the Pledgor agrees
that, upon request of the Secured Party, the Pledgor, at its own expense,
shall:
(i) execute
and deliver, or cause the officers and directors of the Issuer to execute and
deliver, to any person, entity or governmental authority as the Secured Party
may choose, any and all documents and writings which, in the Secured Party's
reasonable judgment, may be necessary or appropriate for approval, or be
required by, any regulatory authority located in any city, county, state or
country where the Pledgor engages in business, in order to transfer or to more
effectively transfer the Pledged Interests or otherwise enforce the Secured
Party's rights hereunder; and
(ii) do or
cause to be done all such other acts and things as may be necessary to make such
sale of the Collateral or any part thereof valid and binding and in compliance
with applicable law; and
(iii) cause the
Pledgor to timely file all periodic reports required to be filed by the Pledgor
under the Securities Exchange Act of 1934, as amended.
The
Pledgor acknowledges that there is no adequate remedy at law for failure by it
to comply with the provisions of this Section 11 and that
such failure would not be adequately compensable in damages, and therefore
agrees that its agreements contained in this Section 11 may be
specifically enforced.
(e) THE
PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY
CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE
SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS
SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR
MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING
OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF
THIS SECTION
11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR
SALE.
12. (a) Term of Agreement.
This Agreement shall continue in full force and effect until payment in
full of the Note. Upon payment in full of the Note, the security interests in
the relevant Collateral shall be deemed released, and any portion of the
Collateral not transferred to or sold by the Secured Party shall be returned to
the Pledgor. Upon termination of this Pledge Agreement, the relevant Collateral
shall be returned within five (5) trading days to the Pledgor, as contemplated
above.
(b) Application of Proceeds.
Upon the occurrence and during the continuance of an Event of Default,
any cash held by the Secured Party as Collateral and all cash proceeds received
by the Secured Party in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral pursuant to the exercise by
the Secured Party of its remedies as a secured creditor as provided in Section 11 shall be
applied from time to time by the Secured Party as provided in the
Note.
13. Indemnity and Expenses.
The Pledgor agrees:
(a) To
indemnify and hold harmless the Secured Party and each of his agents and
affiliates from and against any and all claims, damages, demands, losses,
obligations, judgments and liabilities (including, without limitation,
reasonable attorneys' fees and expenses) in any way arising out of or in
connection with this Agreement or the Secured Obligations, except to the extent
the same shall arise as a result of the gross negligence or willful misconduct
of the party seeking to be indemnified; and
(b) To pay
and reimburse the Secured Party upon demand for all reasonable costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) that the Secured Party may incur in connection with (i) the custody,
use or preservation of, or the sale of, collection from or other realization
upon, any of the Collateral, including the reasonable expenses of re-taking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral, (ii) the exercise or enforcement of any rights or
remedies granted hereunder, under the Note or otherwise available to it (whether
at law, in equity or otherwise), or (iii) the failure by the Pledgor to perform
or observe any of the provisions hereof. The provisions of this Section 13 shall
survive the execution and delivery of this Agreement, the repayment of any of
the Secured Obligations, the termination of the commitments of the Secured Party
under the Note and the termination of this Agreement.
14. Duties of the Secured Party.
The powers conferred upon the Secured Party hereunder are solely to
protect his interests in the Collateral and shall not impose on him any duty to
exercise such powers. Except as provided in Section 9-207 of the Uniform
Commercial Code, The Secured Party shall have no duty with respect to the
Collateral or any responsibility for taking any necessary steps to preserve
rights against any Persons with respect to any Collateral.
15. Choice of Law and Venue;
Submission to Jurisdiction; Service of Process.
(a) THE
VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT,
AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA (WITHOUT REFERENCE
TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF BROWARD,
STATE OF FLORIDA OR, AT THE SOLE OPTION OF THE SECURED PARTY, IN ANY OTHER COURT
IN WHICH THE SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND
WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN
CONTROVERSY.
(b) THE
PLEDGOR HEREBY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.
(c) THE
PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER
PROCESS ISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO THE PLEDGOR AT ITS ADDRESS FOR NOTICES IN ACCORDANCE WITH THIS
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
THE PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
UNITED STATES MAILS, PROPER POSTAGE PREPAID.
(d) NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE SECURED
PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
PRECLUDE THE ENFORCEMENT BY THE SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED
IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME
IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.
16. Amendments; etc. No
amendment or waiver of any provision of this Agreement nor consent to any
departure by the Pledgor herefrom shall in any event be effective unless the
same shall be in writing and signed by the Secured Party, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of the Secured Party to
exercise, and no delay in exercising any right under this Agreement, any other
document or documents delivered in connection with the transactions contemplated
by the Note, this Agreement or any of the three guarantees being delivered in
connection herewith (the "Guarantees") of even
date herewith (all such documents, including the Note, this Agreement and the
Guarantees are hereinafter referred to collectively as the "Loan Documents", and
each individually as a "Loan Document"), or
otherwise with respect to any of the Secured Obligations, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right under this
Agreement, any other Loan Document, or otherwise with respect to any of the
Secured Obligations preclude any other or further exercise thereof or the
exercise of any other right. The remedies provided for in this Agreement or
otherwise with respect to any of the Secured Obligations are cumulative and not
exclusive of any remedies provided by law.
17. Notices. Unless
otherwise specifically provided herein, all notices shall be in writing
addressed to the respective party as set forth below: and may be personally
served, faxed, telecopied or sent by overnight courier service or United States
mail:
If to the
Pledgor:
Dongguan
Chditn Printing Co., Ltd.
No. 6
Economic Zone
Wushaliwu,
Xxxxx’an Town, Dongguan
Guangdong
Province, P.R. China
If to the
Secured Party:
Precursor
Management, Inc.
Suite
2702-03
Goldlion
Digital Network Center
138 Ti Yu
Road East
Xxxx Xx,
Guangzhou
Guangdong
Province
China
510620
With
copies to:
Any
notice given pursuant to this Section 17 shall be
deemed to have been given: (a) if delivered in person, when delivered; (b) if
delivered by fax, on the date of transmission if transmitted on a Business Day
before 4:00 p.m. at the place of receipt or, if not, on the next succeeding
Business Day (as defined in the Note); (c) if delivered by overnight courier,
two (2) days after delivery to such courier properly addressed; or (d) if by
United States mail, four (4) Business Days after depositing in the United States
mail, with postage prepaid and properly addressed. Any party hereto may change
the address or fax number at which it is to receive notices hereunder by notice
to the other party in writing in the foregoing manner.
18. Continuing Security
Interest. This Agreement shall create a continuing security interest in
the Collateral and shall: (a) remain in full force and effect until the
indefeasible payment in full of the Secured Obligations, including the cash
collateralization, expiration, or cancellation of all Secured Obligations, if
any, consisting of letters of credit, and the full and final termination of any
commitment to extend any fmancial accommodations under the Note; (b) be binding
upon the Pledgor and its successors and assigns; and (c) inure to the benefit of
the Secured Party and his successors, transferees, and assigns. Upon the
indefeasible payment in full of the Secured Obligations, including the cash
collateralization, expiration, or cancellation of all Secured Obligations, if
any, consisting of letters of credit, and the full and final termination of any
commitment to extend any financial accommodations under the Note, the security
interests granted herein shall automatically terminate and all rights to the
Collateral shall revert to the Pledgor. Upon any such termination, the Secured
Party, at the Pledgor's expense, shall execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination.
Such documents shall be prepared by the Pledgor and shall be in form and
substance reasonably satisfactory to the Secured Party.
19. Security Interest Absolute.
To the maximum extent permitted by law, all rights of the Secured Party,
all security interests hereunder, and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of
(a) any lack
of validity or enforceability of any of the Secured Obligations or any other
agreement or instrument relating thereto, including any of the Loan
Documents;
(b) any
change in the time, manner, or place of payment of, or in any other term of, all
or any of the Secured Obligations, or any other amendment or waiver of or any
consent to any departure from any of the Credit Documents, or any other
agreement or instrument relating thereto;
(c) any
exchange, release, or non-perfection of any other collateral, or any release or
amendment or waiver of or consent to departure from any Guarantee for all or any
of the Secured Obligations;
(d) any other
circumstances that might otherwise constitute a defense available to, or a
discharge of, the Pledgor.
20. Headings. Section and
subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement or be given any
substantive effect.
21. Severability. In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.
22. Counterparts; Telefacsimile
Execution. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same Agreement. Delivery of an executed counterpart of
this Agreement by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, or
binding effect hereof.
23. Waiver of Marshaling.
Each of the Pledgor and the Secured Party acknowledges and agrees that in
exercising any rights under or with respect to the Collateral: (a) the Secured
Party is under no obligation to marshal any Collateral; (b) may, in his absolute
discretion, realize upon the Collateral in any order and in any manner he so
elects; and (c) may, in his absolute discretion, apply the proceeds of any or
all of the Collateral to the Secured Obligations in any order and in any manner
he so elects. The Pledgor and the Secured Party waive any right to require the
marshaling of any of the Collateral.
24. Waiver of Jury Trial.
THE PLEDGOR AND THE SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. THE PLEDGOR AND THE SECURED PARTY REPRESENT THAT EACH HAS
REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A
COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
IN
WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Agreement to
be duly executed and delivered by their officers thereunto duly authorized as of
the date first written above.
PLEDGOR
DÉCOR
PRODUCTS INTERNATIONAL, INC
By: /s/ Xxxxxxx
Xxxx,
Name: Xxxxxxx
Xxxx,
President
SECURED
PARTY
PRECURSOR
MANAGEMENT, INC.
By: /s/ Xxxxxxx
Xxx
Name: Xxxxxxx
Xxx
President
SCHEDULE
1
Pledged
Interests: 3,000,000 shares of Common Stock
Name of
Issuer: Decor Products International, Inc. (F/K/A Murals by Xxxxxxx,
Inc.)
Jurisdiction
of Organization: Florida
Type of
Interest: Equity
Number of
Shares/Units outstanding (if applicable): 3,000,000
Certificate
Number(s) (if any): TBD
Percentage
of Outstanding Interests in Issuer: 12.6%
Date
Acquired: July __, 2009
For
Pledgor
Dongguan
Chditn Printing Co., Ltd.
No. 6
Economic Zone
Wushaliwu,
Xxxxx’an Town, Dongguan
Guangdong
Province, P.R. China
