STOCK PLEDGE
STOCK
PLEDGE
This
Stock Pledge (this “Agreement”), dated as of December 19, 2006, by Host America
Corporation, a Colorado corporation (the “Company” or the “Pledgor”) and Shelter
Island Opportunity Fund, LLC (each a “Pledgee” and together the
“Pledgee”).
BACKGROUND
The
Company has entered into a Securities Purchase Agreement, dated as of
December 19, 2006 (as amended, modified, restated or supplemented from time
to time, the “Securities Purchase Agreement”), pursuant to which the Pledgee
provide 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 Securities Purchase Agreement, 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 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 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 (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 Indebtedness
in
any case commenced by or against a Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code,
including, without limitation, obligations or indebtedness of a Pledgor 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), Pledgor hereby
pledges, assigns, hypothecates, transfers and grants a security interest to
the
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 either 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 each 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.
Within five (5) days after the date hereof, all certificates representing or
evidencing the Pledged Stock shall be delivered to and held by or on behalf
of
the Pledgee pursuant hereto and shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Pledgee. 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 Term Note that has occurred and is continuing
beyond any applicable grace period, the Pledgee shall have the right, during
such time in their discretion and without notice to the Pledgor, to transfer
to
or to register in the name of the Pledgee or any of their 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 the Company and the Pledgor.
The Pledgor represents and warrants 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,
except as set forth in the Schedules to the Securities Purchase Agreement,
that:
(a) the
execution, delivery and performance by the Pledgor of this Agreement and the
pledge of the Collateral hereunder do not and will not result in any material
violation of any agreement, indenture, instrument, license, judgment, decree,
order, law, statute, ordinance or other governmental rule or regulation
applicable to the Pledgor;
(b) this
Agreement constitutes the legal, valid, and binding obligation of the Pledgor
enforceable against Pledgor in accordance with its terms;
(c) (i)
all Pledged Stock owned by Pledgor is set forth on Schedule
A
hereto and (ii) Pledgor is the direct and beneficial owner of each share of
the
Pledged Stock set forth opposite its name;
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(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) 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) Pledgor
owns each item of the Collateral and, except for the pledge and security
interest granted to the 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) 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; and
(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 Pledgor in the Collateral
as contemplated by this Agreement.
5. Covenants.
Pledgor covenants 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) Pledgor
will not sell, assign, transfer, convey, or otherwise dispose of its rights
in
or to the Collateral or any interest therein; nor will 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) Pledgor
will, at its own expense, defend the Pledgee’ right, title and security interest
in and to the Collateral against the claims of any other party.
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(c) Pledgor
shall at any time, and from time to time, upon the written request of the
Pledgee, execute and deliver such further documents and do such further acts
and
things as the Pledgee may reasonably request in order to effect the purposes
of
this Agreement including, but without limitation, delivering to the Pledgee
upon
the occurrence of an Event of Default irrevocable proxies in respect of the
Collateral in form satisfactory to the 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 the Pledgee or their
nominees to vote all shares of Collateral then registered in Pledgor’s
name.
(d) Pledgor
will not 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.
In addition to the Pledgee’ 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 (Pledgor hereby irrevocably constituting and
appointing the Pledgee, with full power of substitution, the proxy and
attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to collect
and receive for its own use cash dividends paid on the Collateral. Pledgor
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 Pledgor shall give at least five (5)
days’
written notice of the manner in which each 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, 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
a
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).
7. Event
of Default.
An Event of Default shall be deemed to have occurred and may be declared by
the
Pledgee 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) A
Pledgor shall default in the performance of any of its obligations under any
agreement between such Pledgor and the Pledgee, including, without limitation,
this Agreement, and such default shall not be cured for a period of thirty
(30)
days after the occurrence thereof, or as provided therein, whichever period
is
longer;
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(c) Any
representation or warranty of a 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 and to which Pledgee did not have actual knowledge on or prior
to the execution of the documents;
(d) Any
portion of the Collateral is subjected to levy of execution, attachment, 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 thirty (30) business days after the occurrence thereof;
or
(e) A
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 be declared by the Pledgee,
the Pledgee may:
(a) Transfer
any or all of the Collateral into their name, or into the name of their 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
they were the absolute owners thereof, including, but without limitation, the
right to exchange, at their 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 they may determine, all without liability except to account
for property actually received by them; and
(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 their sole discretion may determine, or as may be required by applicable
law.
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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 them
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 their 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, the Pledgee
shall have all of the rights, remedies and privileges of a secured party under
the Uniform Commercial Code of New York regardless of the jurisdiction in which
enforcement hereof is sought.
9. Private
Sale.
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 permitted if otherwise made in a commercially reasonable
manner. Each Pledgor agrees that the Pledgee have 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), the
expenses of any taking, attorneys’ fees and reasonable expenses, court costs,
any other fees or expenses incurred or expenditures or advances made by the
Pledgee in the protection, enforcement or exercise of their 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 such persons, firms, corporations or other entities as required by applicable
law including, without limitation, Section 9-504(1)(c) of the Uniform Commercial
Code of the State of New York; and
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(d) Fourth,
to the extent of any surplus to each Pledgor, as applicable, 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 Indebtedness, Pledgor shall
be liable for the deficiency plus the reasonable costs and fees of any attorneys
employed by the Pledgee to collect such deficiency.
11. Waiver
of Marshaling.
Pledgor hereby waives any right to compel any marshaling of any of the
Collateral.
12. No
Waiver.
Any and all of the Pledgee’ 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 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’ right to take any action against Pledgor or to
exercise any other power of sale, option or any other right or
remedy.
13. Expenses.
The Collateral shall secure, and Pledgor shall pay to the 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,
or
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.
14. The
Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee.
Upon the occurrence of an Event of Default, Pledgor hereby irrevocably
constitutes and appoints the Pledgee as Pledgor’s true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge
and
deliver any instruments and to do in Pledgor’s name, place and stead, all such
acts, things and deeds for and on behalf of and in the name of Pledgor, which
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’ name. Pledgor hereby ratifies and confirms all that said
attorney-in-fact may so do and hereby declare this power of attorney to be
coupled with an interest and irrevocable. If either Pledgor fails to perform
any
agreement herein contained, the Pledgee may themselves perform or cause
performance thereof, and any costs and expenses of the Pledgee incurred in
connection therewith shall be paid by such Pledgor as provided in Section 10
hereof.
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15. 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.
16. Recapture.
Notwithstanding anything to the contrary in this Agreement, if the Pledgee
receive 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, 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, 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 the 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. In
the
event of a conflict or inconsistency between any provision hereof and any
provision of the Securities Purchase Agreement, the provision of the Securities
Purchase Agreement shall govern to the extent of any such conflict or
inconsistency.
(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
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent,
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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 the same
affect the validity or enforceability of any other provision of this
Agreement.
(d) This
Agreement shall be binding upon Pledgor, and Pledgor’s successors and assigns,
and shall inure to the benefit of the Pledgee and their 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 State of New York applied to contracts to be
performed wholly within the State of New York.
(g) THIS
AGREEMENT AND EACH RELATED AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS. ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND EACH RELATED
AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE
FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. ALL PARTIES AND THE INDIVIDUALS
EXECUTING THIS AGREEMENT AND THE RELATED AGREEMENTS AGREE TO SUBMIT TO THE
JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY. IN THE EVENT THAT ANY
PROVISION OF THIS AGREEMENT OR ANY RELATED AGREEMENT DELIVERED IN CONNECTION
HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF
LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT
MAY
CONFLICT THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE
OR
RULE OF LAW. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER
ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT OR ANY RELATED AGREEMENT.
(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 Stock Pledge
Agreement after the date hereof pursuant to the requirements of any Document,
shall become a Pledgor hereunder by (i) executing a joinder agreement in form
and substance satisfactory to the Pledgee, (ii) delivering supplements to such
exhibits and annexes to such Documents as the Pledgee shall reasonably request
and (iii) 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.
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(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.
HOST
AMERICA
CORPORATION
BY:
Xxxxx
Xxxxxx
Name:
Xxxxx
Xxxxxx
Title:
Chief Financial
Officer
SHELTER
ISLAND OPPORTUNITY
FUND,
LLC, by
Shelter Island GP, LLC
BY:
Xxxxx
Xxxxx
Name:
Xxxxx
Xxxxx
Title:
President
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SCHEDULE
A to the Stock Pledge Agreement
Pledged
Stock
|
Pledgor
|
Issuer
|
Class
of Stock
|
Stock
Certificate
Number
|
Par
Value
|
Number
of
Shares
|
