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EXHIBIT 10.7
PLEDGE AGREEMENT
1. As collateral security for the payment of the certain $______________
Promissory Note issued this date to PLX Technology, Inc. ("Pledgee") by the
undersigned (hereinafter called "indebtedness"), the undersigned hereby assigns,
transfers to and pledges with the Pledgee ______________ (__________) shares of
Common Stock of PLX Technology, Inc. that were this day delivered to be
deposited with Pledgee, together with any stock rights, rights to subscribe,
dividends paid in cash, or any property received by the undersigned in
connection with the complete or partial liquidation of Pledgee, and in addition
any stock dividends, dividends paid in stock, new securities or other property
except cash dividends (other than liquidating dividends) to which the
undersigned is or may hereafter become entitled to receive on account of such
property and in the event that the undersigned receives any such rights or
dividends, the undersigned will immediately deliver them to Pledgee to be held
by Pledgee hereunder in the same manner as the property originally pledged
hereunder. All property assigned, transferred to and pledged with Pledgee under
this paragraph is hereinafter called "collateral."
2. At any time, without notice, and at the expense of the undersigned,
Pledgee in its name or in the name of its nominee or of the undersigned may, but
shall not be obligated to: (1) collect by legal proceedings or otherwise all
dividends (except cash dividends other than liquidating dividends), interest,
principal payments and other sums now or hereafter payable upon or on account of
said collateral; (2) enter into any extension, reorganization, deposit, merger,
or consolidation agreement, or any agreement in any way relating to or affecting
the collateral, and in connection therewith may deposit or surrender control of
such collateral thereunder, accept other property in exchange for such
collateral, and do and perform such acts and things as it may deem proper, and
any money or property received in exchange for such collateral shall be applied
to the indebtedness or thereafter held by it pursuant to the provisions hereof;
(3) insure, process and preserve the collateral; (4) cause the collateral to be
transferred to its name or to the name of its nominee; (5) exercise as to such
collateral all the rights, powers, and remedies of an owner, except that so long
as the indebtedness is not in default the undersigned shall retain all voting
rights as to the collateral.
3. The undersigned agrees to pay, prior to delinquency, all taxes,
charges, liens and assessments against the collateral, and upon the failure of
the undersigned to do so Pledgee at its option may pay any of them and shall be
the sole judge of the legality and validity thereof and the amount necessary to
discharge the same.
4. All advances, charges, costs and expenses, including reasonable
attorneys' fees, incurred or paid by Pledgee in exercising any right, power or
remedy conferred by this agreement, or in the enforcement thereof, shall become
a part of the indebtedness secured hereunder and shall be paid to Pledgee by the
undersigned immediately and without demand.
5. At the option of Pledgee and without necessity of demand or notice,
all or any part of the indebtedness of the undersigned shall immediately become
due and payable irrespective of any agreed maturity, upon the happening of any
of the following events: (1) failure to keep or perform any of the terms or
provisions of this agreement; (2) default in the payment of principal
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or interest when due; (3) the levy of any attachment, execution or other process
against the collateral; or (4) the insolvency, bankruptcy, general assignment
for the benefit of creditors, filing of any petition in bankruptcy or for relief
under the provisions of the National Bankruptcy Act, of, by, or against the
undersigned.
6. In the event of the nonpayment of any indebtedness when due, or upon
the happening of any of the events specified in the last preceding paragraph,
Pledgee may then or at any time thereafter, at its election, apply, set off,
collect or sell in one or more sales, or take such steps as may be necessary to
liquidate and reduce to cash in the hands of Pledgee in whole or in part, with
or without any previous demands or demand of performance or notice or
advertisement, the whole or any part of the collateral in such order as Pledgee
may elect, and any such sale may be made either at public or private sale at its
place of business or elsewhere, or at any broker's board or securities exchange,
either for cash or upon credit or for future delivery; provided, however, that
if such disposition is at private sale, then the purchase price of the
collateral shall be equal to the public market price then in effect, or, if at
the time of sale no public market for the collateral exists, then, in
recognition of the fact that the sale of the collateral would have to be
registered under the Securities Act of 1933 and that the expenses of such
registration are commercially unreasonable for the type and amount of collateral
pledged hereunder, Pledgee and the undersigned hereby agree that such private
sale shall be at a purchase price mutually agreed to by Pledgee and the
undersigned or, if the parties cannot agree upon a purchase price, then at a
purchase price established by a majority of three independent appraisers
knowledgeable of the value of such collateral, one named by the undersigned
within 10 days after written request by the Pledgee to do so, one named by
Pledgee within such 10 day period, and the third named by the two appraisers so
selected, with the appraisal to be rendered by such body within 30 days of the
appointment of the third appraiser. The cost of such appraisal, including all
appraiser's fees, shall be charged against the proceeds of sale as an expense of
such sale. Pledgee may be the purchaser of any or all collateral so sold and
holds the same thereafter in its own right free from any claim of the
undersigned or right of redemption. Demands of performance, notices of sale,
advertisements and presence of property at sale are hereby waived, and Pledgee
is hereby authorized to sell hereunder any evidence of debt pledged to it. Any
sale hereunder may be conducted by any officer or agent of Pledgee.
7. The proceeds of the sale of any of the collateral and all sums
received or collected by Pledgee from or on account of such collateral shall be
applied by Pledgee to the payment of expenses incurred or paid by Pledgee in
connection with any sale, transfer or delivery of the collateral, to the payment
of any other costs, charges, attorneys' fees or expenses mentioned herein, and
to the payment of the indebtedness or any part hereof, all in such order and
manner as Pledgee in its discretion may determine. Pledgee shall pay any balance
to the undersigned.
8. Pledgee shall be under no duty or obligation whatsoever to make or
give any presentments, demands for performance, notices of non-performance,
protests, notices of protest or notices of dishonor in connection with any
obligations or evidences of indebtedness held by Pledgee as collateral, or in
connection with any obligations or evidences of indebtedness which constitute in
whole or in part the indebtedness secured hereunder.
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9. Pledgee may at any time deliver the collateral or any part thereof to
the undersigned and the receipt of the undersigned shall be a complete and full
acquittance for the collateral so delivered, and Pledgee shall thereafter be
discharged from any liability or responsibility therefor.
10. Upon the transfer of all or any part of the indebtedness, Pledgee
may transfer all or any part of the collateral and shall be fully discharged
thereafter from all liability and responsibility with respect to such collateral
so transferred, and the transferee shall be vested with all the rights and
powers of Pledgee hereunder with respect to such collateral so transferred; but
with respect to any collateral not so transferred Pledgee shall retain all
rights and powers hereby given.
11. Until all indebtedness shall have been paid in full, the power of
sale and all other rights, powers and remedies granted to Pledgee hereunder
shall continue to exist and may be exercised by Pledgee at any time and from
time to time irrespective of the fact that the indebtedness of any part thereof
may have become barred by any statute of limitations, or that the personal
liability of the undersigned may have ceased.
12. Pledgee agrees that so long as the indebtedness is not in default,
Pledgee will, at the request of the undersigned, release from pledge such shares
of PLX Technology, Inc. Common Stock held hereunder as collateral for the
indebtedness at the rate of one share for each, $_______ of principal amount of
indebtedness paid. The Pledgee further agrees that if the undersigned makes no
such request any such shares eligible for such release shall continue to be held
hereunder as collateral for the remaining indebtedness, pursuant to SEC Rule
144(d)(2).
13. The rights, powers and remedies given to Pledgee by this agreement
shall be in addition to all rights, powers and remedies given to Pledgee by
virtue of any statute or rule of law. Pledgee may exercise its Pledgee's lien or
right of set off with respect to the indebtedness in the same manner as if the
indebtedness were unsecured. Any forbearance or failure or delay by Pledgee in
exercising any right, power or remedy hereunder shall not be deemed to be a
waiver of such right, power or remedy, and any single or partial exercise of any
right, power or remedy hereunder shall not preclude the further exercise
thereof; and every right, power or remedy of Pledgee shall continue in full
force and effect until such right, power or remedy is specifically waived by an
instrument in writing executed by Pledgee.
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14. In addition to the collateral specified in paragraph 1 above, the
undersigned, with the consent of Pledgee, may also from time to time assign,
transfer, and pledge to Pledgee such additional collateral as security for the
payment of the indebtedness ("additional collateral") as the undersigned may
specify in a written notice delivered to Pledgee. The terms upon which any such
additional collateral is assigned, transferred, and pledged, shall be as shall
be agreed to by the undersigned and Pledgee.
Date: ______________________
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