AMENDED AND RESTATED MASTER SECURITIES PLEDGE AGREEMENT
Exhibit 10.3
AMENDED AND RESTATED MASTER SECURITIES PLEDGE AGREEMENT
This AMENDED AND RESTATED MASTER SECURITIES PLEDGE AGREEMENT (this “Agreement”) is
made as of June 30, 2010 by and among XXXXXX INTERACTIVE INC., a Delaware corporation (hereinafter,
the “Borrower”), XXXXXX INTERACTIVE INTERNATIONAL INC., a Delaware corporation (“Xxxxxx
International”), XXXXXXXX WORLDWIDE, LLC, a Delaware limited liability company (“Xxxxxxxx
Worldwide”), THE XXXXXXXX GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company
(“Xxxxxxxx Group”), XXXXX XXXXXX & ASSOCIATES, INC., a New York corporation (“Xxxxx
Xxxxxx”), XXXXXX INTERACTIVE ASIA, LLC, a Delaware limited liability company (“Xxxxxx
Asia”), GSBC OHIO CORPORATION, an Ohio corporation (“GSBC”) and each other party as
shall from time to time become a party hereto pursuant to Section 24 hereof (each other
party, Borrower, Xxxxxx International, Xxxxxxxx Worldwide, Wirthin Group, Xxxxx Xxxxxx, Xxxxxx Asia
and GSBC being hereafter referred to from time to time, individually, as a “Pledgor” and
collectively, as the “Pledgors”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself
and the other Secured Parties, including the lending institutions (hereinafter, collectively, the
“Lenders”) which are or may become party to that certain Amended and Restated Credit
Agreement, dated as of June 30, 2010 (as amended, supplemented, restated, or otherwise modified and
in effect from time to time, the “Credit Agreement”) among the Borrower, the Lenders party
thereto, the Issuing Bank and the Administrative Agent.
WHEREAS, the Borrower, the lenders party thereto (the “Existing Lenders”), and the
Administrative Agent, as administrative agent for the Existing Lenders, are parties to that certain
Credit Agreement dated as of September 21, 2007 (as amended, the “Existing Credit
Agreement”), pursuant to which the Existing Lenders have made loans and other extensions of
credit to the Borrower;
WHEREAS, the Borrower, the Lenders, the Issuing Bank and the Administrative Agent have agreed to
amend and restate the Existing Credit Agreement in its entirety pursuant to the Credit Agreement,
and the Existing Credit Agreement shall remain in full force and effect only as set forth in the
Credit Agreement;
WHEREAS pursuant to a Master Securities Pledge Agreement, dated as of February 5, 2009, by and
among the Pledgors and the Administrative Agent (as amended and in effect from time to time, the
“Existing Pledge Agreement”), each Pledgor granted to the Administrative Agent for the
benefit of the Secured Parties, a pledge of and security interest in the capital stock of certain
of its subsidiaries in order to secure the payment and performance in full of all the Obligations;
WHEREAS, each Pledgor is the direct legal and beneficial owner of all of the issued and
outstanding Equity Interests of each of the Issuers opposite such Pledgor’s name on Annex A
hereto; and
WHEREAS, it is a condition precedent to the Lenders’ making of Loans and otherwise extending
credit to the Issuing Bank issuing, extending, or renewing Letters of Credit for the benefit of the
Borrower under the Credit Agreement and in connection therewith permitting certain transactions
involving the Pledgors and their respective Subsidiaries thereunder that the Pledgors execute and
deliver to the Administrative Agent, for the benefit of the Secured Parties and the Administrative
Agent, an amended and restated pledge agreement in substantially the form hereof; and
WHEREAS, each Pledgor wishes to continue and confirm the grants of pledges and security
interests in favor of the Administrative Agent, for the benefit of the Secured Parties and the
Administrative Agent, as herein provided; and
WHEREAS, the Pledgors and the Administrative Agent now wish to amend and restate the Existing
Pledge Agreement for the benefit of the Secured Parties and the Administrative Agent as herein
provided, which shall supersede the Existing Pledge Agreement.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree that the Existing Pledge Agreement is hereby amended and restated as follows:
1. Pledge of Securities, etc.
1.1. Pledge of Securities. Each Pledgor hereby (a) ratifies and
affirms the grant and pledge of security interests made pursuant to the Existing Pledge
Agreement, and (b) to the extent not covered in (a), pledges, assigns, grants a security
interest in, and delivers to the Administrative Agent, for the benefit of the Secured
Parties and the Administrative Agent, all the right, title and interest of such Pledgor in
and to all of the Equity Interests of the Issuers of every class, including without
limitation the Equity Interests listed on Annex A hereto, whether now owned or
hereafter acquired or arising, and with respect to any Issuer which is a limited liability
company or partnership, (a) all payments or distributions, whether in cash, property or
otherwise, at any time owing or payable to such Pledgor on account of its interest as a
member or partner, as the case may be, in any Issuer or in the nature of a management,
investment banking or other fee paid or payable by any of the Issuer to such Pledgor, (b)
all of such Pledgor’s rights and interests under each of the partnership agreements or
operating agreements, as applicable, including all voting and management rights and all
rights to grant or withhold consents or approvals, (c) all rights of access and inspection
to and use of all books and records, including computer software and computer software
programs, of each of such Issuers, (d) all other rights,
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interests, property or claims to which such Pledgor may be entitled in its capacity as
a partner or a member of any Issuer, and (e) all proceeds, income from, increases in and
products of any of the foregoing to be held by the Administrative Agent, for the benefit of
the Secured Parties and the Administrative Agent, subject to the terms and conditions
hereinafter set forth. The certificates for such Equity Interests of every class of the
capital stock of the Issuers, to the extent that such interests are represented by
certificates, accompanied by stock powers or other appropriate instruments of assignment
thereof duly executed in blank by such Pledgor, have been delivered to the Administrative
Agent, and each Pledgor shall have taken all actions as required by applicable law to
create and maintain a legal, valid, and enforceable first priority security interest in the
Securities Collateral. The Pledgors will pledge to the Administrative Agent, for the
benefit of the Secured Parties and the Administrative Agent, all the issued and outstanding
Equity Interests of each Foreign Subsidiary, except, to the extent such pledge of the
Equity Interest of any Foreign Subsidiary that qualifies as a controlled foreign
corporation within the meaning of Section 951 of the Code would result in any material
adverse tax consequence or duty, in which case, the applicable Pledgor will pledge to the
Administrative Agent, for the benefit of the Secured Parties and the Administrative Agent,
66% of the voting Equity Interests and 100% of the non-voting Equity Interests of each such
Foreign Subsidiary.
1.2. Additional Securities. In case any Pledgor shall acquire any
capital stock or other equity interest of any Issuer or corporation, partnership, limited
liability company or other entity which is the successor of any Issuer, or any securities
exchangeable for or convertible into shares of such capital stock or other equity interest
of any class of any Issuer, by purchase, stock dividend, stock split or otherwise, then
such capital stock or other equity interests shall be subject to the pledge, assignment and
security interest granted to the Administrative Agent, for the benefit of the Secured
Parties and the Administrative Agent, under this Agreement, except, to the extent such
pledge of the Equity Interest of any Foreign Subsidiary that qualifies as a controlled
foreign corporation within the meaning of Section 951 of the Code would result in any
material adverse tax consequence or duty, in which case, the applicable Pledgor will pledge
to the Administrative Agent, for the benefit of the Secured Parties and the Administrative
Agent, 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of
each such Foreign Subsidiary. Such Pledgor shall forthwith deliver to the Administrative
Agent any certificates therefor, accompanied by stock powers or other appropriate
instruments of assignment duly executed by such Pledgor in blank, and shall take all action
necessary or advisable in the reasonable opinion of the Administrative Agent to create and
maintain a legal, valid, and enforceable first priority security interest in such
Securities Collateral under applicable law. Each Pledgor agrees that the Administrative
Agent may from time to time attach as Annex A hereto an updated list of the shares
of capital stock or other equity interests at the time pledged with the Administrative
Agent hereunder.
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1.3. Pledge of Cash Collateral Account. Each Pledgor also hereby
pledges, assigns, grants a security interest in, and delivers to the Administrative Agent,
for the benefit of the Secured Parties and the Administrative Agent, the Cash Collateral
Account and all of the Cash Collateral as such terms are hereinafter defined.
1.4. Waiver of Certain Partnership Agreement, Operating Agreement or
Other Governing Documents Provisions. Each Pledgor irrevocably waives any and all
provisions of the partnership agreements, operating agreements, memorandum and articles of
association or other applicable agreements of each Issuer (as applicable) that (a)
prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of
the Securities Collateral (as such term is hereinafter defined) or any enforcement action
which may be taken in respect of any such Lien or (b) otherwise conflict with the terms of
this Agreement.
2. Definitions. The term “Obligations” and all other capitalized terms used
herein without definition shall have the respective meanings provided therefor in the Credit
Agreement. Terms used herein and not defined in the Credit Agreement or otherwise defined herein
that are defined in the UCC (as defined below) have such defined meanings herein (with terms used
in Article 9 controlling over terms used in another Article), unless the context otherwise
indicates or requires, and the following terms shall have the following meanings:
Cash Collateral. See Section 4.
Cash Collateral Account. See Section 4.
Issuers. Shall mean the corporations, limited liability companies, limited partnerships,
general partnerships and any other Person now owned or hereafter acquired (whether in connection
with any recapitalization, reclassification or reorganization of the capital of any such company or
any successors in interest thereto) by any Pledgor, including, without limitation, the
corporations, limited liability companies, limited partnerships, general partnerships or such other
Person listed on Annex A attached hereto.
Securities. Includes the shares of stock, membership interests, partnership interests or
other equity interests described in Annex A attached hereto and any additional shares of
stock, membership interests, partnership interests or other equity interests at the time pledged to
the Administrative Agent hereunder and the interests described in clauses (a)-(e) of
Section 1.1 and Section 1.2 of this Agreement.
Securities Collateral. Equity Interests of the Issuers, including without limitation the
Equity Interests identified on Annex A hereto (which may be amended, updated or otherwise
modified from time to time) and the property at any time pledged to the Administrative Agent
hereunder (whether described herein or not) and all income therefrom, increases therein and
proceeds thereof, including without limitation that
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included in Cash Collateral. The term does not include any income, increases or proceeds received
by any Pledgor to the extent expressly permitted by Section 7.
Time Deposits. See Section 4.
UCC. The Uniform Commercial Code as the same may from time to time be in effect in the
State of New York (and each reference in this Agreement to an Article thereof shall refer to that
Article as from time to time in effect); provided, that in the event that, by reason of
mandatory provisions of law, any or all of the attachment, perfection, non-perfection or priority
of the Administrative Agent’s security interest in any collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC”
shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time
in such other jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection, non-perfection or priority and for purposes of definitions related to such provisions.
3. Security for Obligations. This Agreement and the security interest in
and pledge of the Securities Collateral hereunder are made with and granted to the Administrative
Agent, for the benefit of the Secured Parties and the Administrative Agent, as security for the
payment and performance in full of all the Obligations (including all such Obligations which would
become due but for the operation of the automatic stay pursuant to §362(a) of the Federal
Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code).
4. Liquidation, Recapitalization, etc.
4.1. Distributions Paid to Administrative Agent. Any sums or other
property paid or distributed upon or with respect to any of the Securities, whether by
dividend or redemption or upon the liquidation or dissolution of the Issuer thereof or
otherwise, shall, except to the limited extent provided in Section 7, be paid over
and delivered to the Administrative Agent to be held by the Administrative Agent, for the
benefit of the Secured Parties and the Administrative Agent, as security for the payment
and performance in full of all of the Obligations. In case, pursuant to the
recapitalization or reclassification of the capital of the Issuer thereof or pursuant to
the reorganization thereof, any distribution of capital shall be made on or in respect of
any of the Securities or any property shall be distributed upon or with respect to any of
the Securities, the property so distributed shall be delivered to the Administrative Agent,
for the benefit of the Secured Parties and the Administrative Agent, to be held by it as
security for the Obligations. Except to the limited extent provided in Section 7,
all sums of money and property paid or distributed in respect of the Securities, whether as
a dividend or upon such a liquidation, dissolution, recapitalization or reclassification or
otherwise, that are received by any Pledgor shall, until paid or delivered to the
Administrative Agent, be held in trust for the Administrative Agent, for the benefit of the
Secured Parties and the Administrative Agent, as security for the payment and performance
in full of all of the Obligations.
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4.2. Cash Collateral Account. All sums of money that are delivered
to the Administrative Agent pursuant to this Section 4 shall be deposited into (as
security for the payment and performance in full of all of the Obligations) an interest
bearing account with the Administrative Agent or, if the Administrative Agent is not the
depositary bank, to an interest bearing account in the name of the Administrative Agent,
for the benefit of the Secured Parties and the Administrative Agent, as customer with a
depositary bank satisfactory to the Administrative Agent (any such account, whether
maintained with the Administrative Agent or in the Administrative Agent’s name as customer
being herein referred to as the “Cash Collateral Account”). Some or all of the
funds from time to time in the Cash Collateral Account may be invested in time deposits,
including, without limitation, certificates of deposit issued by the Administrative Agent
(such certificates of deposit or other time deposits being hereinafter referred to,
collectively, as “Time Deposits”), that are satisfactory to the Administrative
Agent after consultation with the applicable Pledgor, provided, that, in each such
case, arrangements satisfactory to the Administrative Agent are made and are in place to
perfect and to insure the first priority of the Administrative Agent’s security interest
therein. Interest earned on the Cash Collateral Account and on the Time Deposits, and the
principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall
be deposited in the Cash Collateral Account. The Cash Collateral Account, all sums from
time to time standing to the credit of the Cash Collateral Account, any and all Time
Deposits, any and all instruments or other writings evidencing Time Deposits and any and
all proceeds or any thereof are hereinafter referred to as the “Cash Collateral.”
4.3. Pledgors’ Rights to Cash Collateral, etc. Except as otherwise
expressly provided in Section 18, no Pledgor shall have the right to withdraw sums
from the Cash Collateral Account, to receive any of the Cash Collateral or to require the
Administrative Agent to part with the Administrative Agent’s possession of any instruments
or other writings evidencing any Time Deposits.
5. Warranty of Title; Authority. Each Pledgor hereby represents and
warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and
beneficial owner of, the Securities described in Section 1, subject to no pledges, liens,
security interests, charges, options, restrictions or other encumbrances except the pledge and
security interest created by this Agreement, (b) with respect to Issuers which are partnerships and
limited liability companies, such Pledgor is a duly constituted partner or member, as the case may
be, of such partnership or limited liability company, as the case may be, pursuant to the
partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the
Securities described in Section 1 are validly issued, fully paid and non-assessable (or the
foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability
company or other necessary power, authority and legal right to execute, deliver and perform its
obligations under this Agreement and to pledge and grant a security interest in all of the
Securities Collateral pursuant to this Agreement, and the execution, delivery and performance
hereof and the
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pledge of and granting and enforcement (where applicable) of a security interest in the
Securities Collateral hereunder have been duly authorized by all necessary corporate, limited
liability company or other action and do not contravene any law, rule or regulation or any
provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws
or other governing document or of any judgment, decree or order of any tribunal or of any agreement
or instrument to which such Pledgor is a party or by which it or any of its property is bound or
affected or constitute a default thereunder, (e) the information set forth in Annex A
hereto relating to the Securities is true, correct and complete in all respects, and (f) such
Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer
with respect to the Securities. Each Pledgor further represents and warrants that except as
previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of
partnership or limited liability company interests (i) is dealt in or traded on a securities
exchange or in a securities market, (ii) by its terms expressly provides that it is a security
governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a
securities account or (v) constitutes a Security or a Financial Asset. Each Pledgor further makes
each of the representations and warranties applicable to it under the Credit Agreement and each
other Loan Document, and each such representation and warranty is hereby incorporated herein by
reference and made a part hereof. Each Pledgor covenants that it will defend the rights of the
Secured Parties and the Administrative Agent and security interest of the Administrative Agent, for
the benefit of the Secured Parties and the Administrative Agent, in such Securities against the
claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will
have the like title to and right to pledge and grant a security interest in the Securities
Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent
hereunder and will likewise defend the rights, pledge and security interest thereof and therein of
the Secured Parties and the Administrative Agent. Each Pledgor further covenants that such Pledgor
shall not, without executing and delivering, or causing to be executed and delivered, to the
Administrative Agent such agreements, documents and instruments as the Administrative Agent may
reasonably require, issue or acquire any Equity Interest consisting of an interest in a partnership
or a limited liability company that (i) is dealt in or traded on a securities exchange or in a
securities market, (ii) by its terms expressly provides that it is a security governed by Article 8
of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v)
constitutes a Security or a Financial Asset.
6. Loan Document Terms. Each Pledgor shall at all times comply with the
covenants and other obligations, including the Obligations, applicable to it under the Credit
Agreement and each other Loan Document, and each such covenant and other obligation is hereby
incorporated herein by reference and made a part hereof.
7. Dividends, Voting, etc., Prior to Maturity. So long as no Event of
Default shall have occurred and be continuing, each Pledgor shall be entitled to receive all sums
of money and property, except for additional Securities, paid or distributed in respect of the
Securities, whether as a dividend or upon a liquidation, dissolution, recapitalization or
reclassification or otherwise in respect of the Securities, to vote the
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Securities (subject to the last sentence of this paragraph) and to give consents, waivers and
ratifications in respect of the Securities; provided, however, that no vote shall
be cast or consent, waiver or ratification given by such Pledgor if the effect thereof could
reasonably be expected to impair any of the Securities Collateral or be inconsistent with or result
in any violation of any of the provisions of the Credit Agreement, the Notes or any of the other
Loan Documents. All such rights of such Pledgor to receive sums of money and property, except for
additional Securities, paid or distributed in respect of the Securities shall cease in case an
Event of Default shall have occurred and be continuing. All such rights of such Pledgor to vote
and give consents, waivers and ratifications with respect to the Securities shall, at the
Administrative Agent’s option, as evidenced by the Administrative Agent’s notifying such Pledgor of
such election, cease in case an Event of Default shall have occurred and be continuing.
8. Remedies.
8.1. In General. If an Event of Default shall have occurred and be
continuing, the Administrative Agent shall thereafter have the following rights and
remedies (to the extent permitted by applicable law) in addition to the rights and remedies
of a secured party under the UCC and any other applicable law (including under the
Securities Act of 1933, as amended (the “Securities Act”) (or the foreign law
equivalent thereof)), all such rights and remedies being cumulative, not exclusive, and
enforceable alternatively, successively or concurrently, at such time or times as the
Administrative Agent deems expedient:
(a) if the Administrative Agent so elects and gives notice of such
election to the Pledgors, the Administrative Agent may exercise any management or
voting rights relating to the Securities (whether or not the same shall have been
transferred into its name or the name of its nominee or nominees) for any lawful
purpose, including, without limitation, if the Administrative Agent so elects, for
the liquidation of the assets of the Issuer thereof or for the amendment or
modification of any of the charter, by-laws, operating agreements, partnership
agreements, memorandum and articles of association or other governing documents,
and give all consents, waivers and ratifications in respect of the Securities and
otherwise act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the Administrative
Agent its proxy and attorney-in-fact, with full power of substitution, to do so);
(b) the Administrative Agent may demand, xxx for, collect or make
any compromise or settlement the Administrative Agent deems suitable in respect of
any Securities Collateral;
(c) the Administrative Agent may sell, resell, assign and deliver,
or otherwise dispose of any or all of the Securities Collateral, for cash or credit
or both and upon such terms at such place or places, at such
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time or times and to such entities or other persons as the Administrative
Agent thinks expedient, all without demand for performance by such Pledgor or any
notice or advertisement whatsoever except as expressly provided herein or as may
otherwise be required by law;
(d) the Administrative Agent may cause all or any part of the
Securities held by it to be transferred into its name or the name of its nominee or
nominees or to cause such Securities to be registered under the Securities Act or
any other applicable law; and
(e) the Administrative Agent may set off against the Obligations any
and all sums deposited with it or held by it, including without limitation, any
sums standing to the credit of the Cash Collateral Account and any Time Deposits
issued by the Administrative Agent.
8.2. Sale of Securities Collateral. In the event of any sale or
other disposition of the Securities Collateral as provided in clause (c) of
Section 8.1, and to the extent that any notice thereof is required to be given by
law, the Administrative Agent shall give to Pledgors at least ten (10) days prior
authenticated notice of the time and place of any public sale or other disposition of the
Securities Collateral or of the time after which any private sale or any other intended
disposition is to be made. Each Pledgor hereby acknowledges that ten (10) days prior
authenticated notice of such sale or other disposition or sales or other dispositions shall
be reasonable notice. The Administrative Agent may enforce its rights hereunder without
any other notice and without compliance with any other condition precedent now or hereunder
imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by
Pledgors, to the fullest extent permitted by law). The Administrative Agent may buy or
otherwise acquire any part or all of the Securities Collateral at any public sale or other
disposition and if any part or all of the Securities Collateral is of a type customarily
sold or otherwise disposed of in a recognized market or is of the type which is the subject
of widely-distributed standard price quotations, the Administrative Agent may buy or
otherwise acquire at private sale or other disposition and may make payments thereof by any
means. The Administrative Agent may apply the cash proceeds actually received from any
sale or other disposition to the reasonable expenses of retaking, holding, preparing for
sale, selling and the like, to reasonable attorneys’ fees, travel and all other expenses
which may be incurred by the Administrative Agent or any Secured Party in attempting to
collect the Obligations or to enforce this Agreement or in the prosecution or defense of
any action or proceeding related to the subject matter of this Agreement, and then to the
Obligations pursuant to Section 7.2 of the Credit Agreement. Only after such applications,
and after payment by the Administrative Agent of any amount required by §9-608(a)(1)(C) or
§9-615(a)(3) of the UCC, need the Administrative Agent account to Pledgors for any surplus.
8.3. [Intentionally Omitted.]
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8.4. Private Sales. Each Pledgor recognizes that the Administrative
Agent may be unable to effect a public sale or other disposition of the Securities by
reason of certain prohibitions contained in the Securities Act, federal banking laws, and
other applicable laws, but may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers. Each Pledgor agrees that any such private sales may
be at prices and other terms less favorable to the seller than if sold at public sales and
that such private sales shall not by reason thereof be deemed not to have been made in a
commercially reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Securities for the period of time necessary to permit the Issuer
of such securities to register such securities for public sale under the Securities Act, or
such other federal banking or other applicable laws, even if the Issuer would agree to do
so. Any such sale of all or a portion of the Securities Collateral may be for cash or on
credit or for future delivery and may be conducted at a private sale where the
Administrative Agent or any other person or entity may be the purchaser of all or part of
the Securities Collateral so sold. Subject to the foregoing, the Administrative Agent
agrees that any sale of the Securities shall be made in a commercially reasonable manner,
and each Pledgor agrees to use its best efforts to cause the Issuer or Issuers of the
Securities contemplated to be sold, to execute and deliver, and cause the directors (or
other analogous persons) and officers of such Issuer to execute and deliver, all at such
Pledgor’s expense, all such instruments and documents, and to do or cause to be done all
such other acts and things as may be necessary or, in the reasonable opinion of the
Administrative Agent, advisable to exempt such Securities from registration under the
provisions of the Securities Act (or the foreign law equivalent thereof), and to make all
amendments to such instruments and documents which, in the opinion of the Administrative
Agent, are necessary or advisable, all in conformity with the requirements of the
Securities Act (or the foreign law equivalent thereof) and the rules and regulations of the
Securities and Exchange Commission (or the foreign law equivalent thereof) applicable
thereto. Each Pledgor further agrees to use its best efforts to cause such Issuer or
Issuers to comply with the provisions of the securities or “Blue Sky” laws of any
jurisdiction which the Administrative Agent shall designate and, if required, to cause such
Issuer or Issuers to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy the provisions of Section
11(a) of the Securities Act (or the foreign law equivalent thereof).
8.5. Pledgors’ Agreements, etc. Each Pledgor further agrees to do
or cause to be done all such other acts and things as may be reasonably necessary on the
part of such Pledgor or with respect to the Issuer of the Securities to make any sales of
any portion or all of the Securities pursuant to this Section 8 valid and binding
and in compliance with any and all applicable laws (including, without limitation, the
Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations
of the Securities and Exchange Commission applicable thereto, all applicable state
securities or “Blue Sky” laws and, in respect of each of the foregoing, the foreign law
equivalent thereof), regulations, orders, writs,
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injunctions, decrees or awards of any and all courts, arbitrators or governmental
instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales,
all at such Pledgor’s expense. Each Pledgor further acknowledges its obligation for
payment of any deficiency remaining beyond the amount of the sale price of the Securities
Collateral, or any of them, less any payment or expenses incurred by the Administrative
Agent or any Secured Party in connection with such sale, and each Pledgor will promptly pay
the amount of any such deficiency to the Administrative Agent. Nothing contained in this
Agreement shall be construed to require the Administrative Agent to take any action with
respect to the Securities Collateral, whether by way of foreclosure or otherwise and except
as required by the applicable partnership agreement or operating agreement, in order to
permit the Administrative Agent to become a substitute partner or member of the Issuers, as
the case may be, under the applicable partnership agreement or operating agreement. Each
Pledgor further agrees that a breach of any of the covenants contained in this Section
8 will cause irreparable injury to the Administrative Agent and the Secured Parties,
that the Administrative Agent and the Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, agrees that each and every covenant contained
in this Section 8 shall be specifically enforceable against such Pledgor by the
Administrative Agent and such Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants to the extent it lawfully may.
9. Marshalling. None of the Administrative Agent nor any Secured Party
shall be required to marshal any present or future collateral security for (including but not
limited to this Agreement and the Securities Collateral), or other assurances of payment of, the
Obligations or any of them, or to resort to such collateral security or other assurances of payment
in any particular order. All of the Administrative Agent’s rights hereunder and of the Secured
Parties and the Administrative Agent in respect of such collateral security and other assurances of
payment shall be cumulative and in addition to all other rights, however existing or arising. To
the extent that it lawfully may, each Pledgor hereby agrees that it will not invoke any law
relating to the marshalling of collateral that might cause delay in or impede the enforcement of
the Administrative Agent’s rights under this Agreement or under any other instrument evidencing any
of the Obligations or under which any of the Obligations is outstanding or by which any of the
Obligations is secured or payment thereof is otherwise assured, and to the extent that it lawfully
may such Pledgor hereby irrevocably waives the benefits of all such laws.
10. Pledgors’ Obligations Not Affected. The obligations of each Pledgor
hereunder shall remain in full force and effect without regard to, and shall not be impaired by (a)
any exercise or nonexercise, or any waiver, by the Administrative Agent or any Secured Party of any
right, remedy, power or privilege under or in respect of any of the Obligations or any security
thereof (including this Agreement); (b) any amendment to or modification of the Credit Agreement,
any Note, the other Loan Documents or any of the Obligations; (c) any amendment to or modification
of any instrument (other than this Agreement) securing any of the Obligations, including, without
limitation, any of the
- 11 -
Collateral Documents; or (d) the taking of additional security for, or any other assurances of
payment of, any of the Obligations or the release or discharge or termination of any security or
other assurances of payment or performance for any of the Obligations; whether or not such Pledgor
shall have notice or knowledge of any of the foregoing, such Pledgor hereby generally waiving all
suretyship defenses to the extent applicable. Under no circumstances shall the Administrative
Agent, any of the Secured Parties or any holder of any of the Obligations as such be deemed to be a
shareholder, member, partner or other equity holder of any of the Issuers by virtue of the
provisions of this Agreement unless expressly agreed to in writing by the Administrative Agent or
such Lender or such holder.
11. Transfer, etc., by Pledgors. Except as expressly permitted under the
Credit Agreement, without the prior written consent of the Administrative Agent, no Pledgor will
sell, assign, transfer or otherwise dispose of, grant any option with respect to, or pledge or
grant any security interest in or otherwise encumber or restrict any of the Securities Collateral
or any interest therein, except for the pledge thereof and security interest therein provided for
in this Agreement.
12. Further Assurances. Each Pledgor will do all such acts, and will
furnish to the Administrative Agent all such financing statements, certificates, legal opinions and
other documents and will obtain all such governmental consents and corporate and other company
approvals and will do or cause to be done all such other things as the Administrative Agent may
reasonably request from time to time in order to give full effect to this Agreement and to secure
the rights of the Secured Parties and the Administrative Agent hereunder, all without any cost or
expense to any Administrative Agent or any Secured Party. Each Pledgor hereby irrevocably
authorizes the Administrative Agent at any time and from time to time to file in any filing office
in any Uniform Commercial Code jurisdiction (or the foreign law equivalent thereof) any initial
financing statements and amendments thereto that (a) indicate the Collateral as the Securities
Collateral or words of similar effect, or as being of equal or lesser scope or in greater detail,
and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial
Code of the jurisdiction of the filing office for the sufficiency or filing office acceptance of
any financing statement or amendment or any other applicable law, including whether such Pledgor is
an organization, the type of organization and any organization identification number issued to such
Pledgor. Each Pledgor agrees to furnish any such information to the Administrative Agent promptly
upon request. Each Pledgor also ratifies its authorization for the Administrative Agent to have
filed in any Uniform Commercial Code jurisdiction (or the foreign law equivalent thereof) any like
initial financing statements or amendments thereto if filed prior to the date hereof. Each Pledgor
will not permit to be effected any amendment of its Organization Documents that would impair in any
respects any right, remedy, or benefit of the Administrative Agent and Secured Parties hereunder,
provided that copies of any such amendment shall promptly (but in any event within three (3)
Business Days after execution thereof, and to the extent applicable, certified copies thereof)) be
delivered to the Administrative Agent.
- 12 -
13. Administrative Agent’s Exoneration. Under no circumstances shall the
Administrative Agent be deemed to assume any responsibility for or obligation or duty with respect
to any part or all of the Securities Collateral of any nature or kind or any matter or proceedings
arising out of or relating thereto, other than (a) to exercise reasonable care in the physical
custody of the Securities Collateral and (b) after a Default or an Event of Default shall have
occurred and be continuing to act in a commercially reasonable manner. Neither the Administrative
Agent nor any Secured Party shall be required to take any action of any kind to collect, preserve
or protect its or any Pledgor’s rights in the Securities Collateral or against other parties
thereto. The Administrative Agent’s prior recourse to any part or all of the Securities Collateral
shall not constitute a condition of any demand, suit or proceeding for payment or collection of any
of the Obligations. This Agreement constitutes a pledge of the Securities Collateral and any other
applicable collateral hereunder only, and not an assignment of any duties or obligations of
Pledgors with respect thereto, and by its acceptance hereof and whether or not the Administrative
Agent shall have exercised any of its rights or remedies hereunder, none of the Administrative
Agent or the Secured Parties undertakes to perform or discharge, and none of the Administrative
Agent or the Secured Parties shall be responsible or liable for the performance or discharge of any
such duties or responsibilities, including, without limitation, for any capital calls. Each
Pledgor agrees that, notwithstanding the exercise by the Administrative Agent of any of its rights
hereunder, such Pledgor shall remain liable nonetheless for the full and prompt performance of all
of such Pledgor’s obligations and liabilities under any operating agreement, limited partnership
agreement, or similar document evidencing or governing any units of membership interest or limited
partnership interest in any limited liability company or limited partnership included in the
Securities Collateral. Under no circumstances shall the Administrative Agent, any of the Secured
Parties or any holder of any of the Obligations as such be deemed to be a member, limited partner,
or other equity owner of any of the Issuers by virtue of the provisions of this Agreement unless
expressly agreed to in writing by the Administrative Agent or such Secured Party or holder.
Without limiting the generality of the foregoing, none of the Administrative Agent or the Secured
Parties shall have any fiduciary duty as such to Pledgors or any other equity owner of any of the
Issuers by reason of this Agreement, whether by virtue of the security interests and liens
hereunder, or any enforcement action in respect of such security interests and liens, unless and
until the Administrative Agent or such Secured Party is actually admitted to the applicable Issuer
as a substitute member or substitute equity owner thereof after exercising enforcement rights under
part 6 of Article 9 of the Uniform Commercial Code in effect in the applicable jurisdiction, under
any applicable law or otherwise.
14. Amendments, etc. No amendment to or waiver of any provision of this
Agreement, nor consent to any departure by any Pledgor herefrom, shall in any event be effective
unless the same shall be made in accordance with Section 9.2(b) of the Credit Agreement and with
the consent of the Administrative Agent and the applicable Pledgor, and then any such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given. No act, failure or delay by the Administrative Agent shall constitute a waiver of its
rights and remedies hereunder or otherwise. No
- 13 -
single or partial waiver by the Administrative Agent of any default or right or remedy that it
may have shall operate as a waiver of any other default, right or remedy or of the same default,
right or remedy on a future occasion.
15. Pledgor Waiver. Each Pledgor hereby waives promptness, diligence,
presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and any
other notice with respect to any of the Obligations and this Agreement and any requirement that any
Secured Party protect, secure, perfect or insure any Lien, or any property subject thereto, or
exhaust any right or take any action against any Loan Party or any other Person (including any
other guarantor) or any collateral securing the Obligations, all defenses which may be available by
virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, and
all surety defenses generally.
16. Registration and Filing. Each Pledgor (a) has caused each Issuer to
duly register the security interests granted hereby on the respective books of such Issuer and has
furnished the Administrative Agent with evidence thereof, (b) has duly executed and caused any
financing statements to be filed with respect to the Securities Collateral in such a manner and in
such places as may be required by law in order to fully protect the rights of the Administrative
Agent and the Secured Parties hereunder, and (c) will cause any financing statements with respect
to the Securities Collateral at all times to be kept recorded and filed at each of the respective
Issuers’ expense in such a manner and in such places as may be required by law in order to fully
perfect the interests and protect the rights of the Administrative Agent and the Secured Parties
hereunder.
17. Notice, etc. All notices, requests and other communications hereunder
shall be made in the manner set forth in Section 9.1 of the Credit Agreement.
18. Termination. Upon final payment and performance in full in cash of the
Obligations, the termination of all lending and other credit commitments of the Administrative
Agent and the Secured Parties in respect thereof (including all outstanding Letters of Credit), and
the termination of the Credit Agreement and the other Loan Documents, this Agreement shall
terminate and the Administrative Agent shall, at Pledgors’ request and expense, return such
Securities Collateral in the possession or control of the Administrative Agent as has not
theretofore been disposed of pursuant to the provisions hereof.
19. Overdue Amounts. Until paid, all amounts due and payable by Pledgors
hereunder shall be a debt secured by the Securities Collateral and shall bear, whether before or
after judgment, interest at the rate of interest for overdue principal set forth in the Credit
Agreement.
20. Inconsistencies With Credit Agreement. In the event that any terms
hereof are inconsistent with the terms of the Credit Agreement, the terms of the Credit Agreement
shall control solely to the extent of any such conflict.
- 14 -
21. Governing Law; Entire Agreement. THIS AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE §§ 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
22. Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
ADMINISTRATIVE AGENT, ANY OTHER SECURED PARTY OR ANY PLEDGOR IN CONNECTION HEREWITH MAY BE BROUGHT
AND MAINTAINED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF; PROVIDED,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH SECURITIES COLLATERAL
OR OTHER PROPERTY MAY BE FOUND. EACH PLEDGOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTCIES IN SECTION 9.1 OF THE CREDIT AGREEMENT. EACH PLEDGOR HEREBY EXPRESSLY,
UNCONDITIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EXCEPT AS PROHIBITED BY LAW, EACH PLEDGOR HEREBY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. TO THE EXTENT ANY PLEDGOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
- 15 -
23. Waiver of Jury Trial; Certain Damages. EACH PARTY HERETO WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECLTY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
24. Additional Pledgors. The Borrower and Subsidiaries of the Borrower
(“Additional Pledgors”) may hereafter become parties to this Agreement by executing a
counterpart hereof, and there shall be no need to re-execute, amend or restate this Agreement in
connection therewith. Upon such execution and delivery by any Additional Pledgor, such Additional
Pledgor shall be deemed to have made the representations and warranties set forth in Sections
5 and 6 hereof, and shall be bound by all of the terms, covenants and conditions hereof
to the same extent as if such Additional Pledgor had executed this Agreement as of the date hereof,
and the Administrative Agent, for itself and the benefit of the Secured Parties, shall be entitled
to all of the benefits of such Additional Pledgor’s obligations hereunder.
25. Headings. The various headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this Agreement or any
provisions hereof.
26. Execution in Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or other electronic method of
transmission shall be effective as delivery of a manually executed counterpart of this Agreement
27. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.
28. Miscellaneous. This Agreement and all rights and obligations hereunder
shall be binding upon each Pledgor and its respective successors and assigns, and shall
- 16 -
inure to the benefit of the Administrative Agent and the Secured Parties and their respective
successors and assigns. Each Pledgor acknowledges receipt of a copy of this Agreement.
29. Transitional Arrangements. This Agreement shall amend and restate in
its entirety the Existing Pledge Agreement on the Effective Date. On the Effective Date, all the
rights and obligations of the respective parties under the Existing Pledge Agreement shall be
subsumed within and governed by this Agreement; provided, that the provisions of the
Existing Pledge Agreement shall remain in full force and effect prior to the Effective Date, and
that the security interests granted pursuant to the Existing Pledge Agreement shall continue to be
in effect hereunder as set forth in §1.
[Remainder of Page Intentionally Left Blank]
- 17 -
IN WITNESS WHEREOF, intending to be legally bound, each Pledgor and the Administrative Agent
have caused this Agreement to be executed as of the date first above written.
| XXXXXX INTERACTIVE INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| XXXXXX INTERACTIVE INTERNATIONAL INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| XXXXXXXX WORLDWIDE, LLC By Xxxxxx Interactive Inc., its sole Member |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| THE XXXXXXXX GROUP INTERNATIONAL, L.L.C. By Xxxxxxxx Worldwide, LLC, its sole Member By Xxxxxx Interactive Inc., its sole Member |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
[Signature Page to Masters Securities Pledge Agreement]
| XXXXX XXXXXX & ASSOCIATES, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| GSBC OHIO CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
| XXXXXX INTERACTIVE ASIA, LLC By Xxxxxxxx Worldwide, LLC, its sole Member By Xxxxxx Interactive Inc., its sole Member |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Interim Chief Financial Officer | |||
[Signature Page to Masters Securities Pledge Agreement]
CERTIFICATE OF ACKNOWLEDGMENT FOR PLEDGORS
On this 24th day of June, 2010, before me, the undersigned notary public, personally appeared
Xxxx X. Xxxxxxxx, proved to me through satisfactory evidence of identification, which were personal
acquaintance, to be the person whose name is signed on the preceding or attached document, and
acknowledged to me that she signed it voluntarily for its stated purpose as Interim Chief
Financial Officer for XXXXXX INTERACTIVE INC., a Delaware corporation, XXXXXX INTERACTIVE
INTERNATIONAL INC., a Delaware corporation, XXXXXXXX WORLDWIDE, LLC, a Delaware limited liability
company, THE XXXXXXXX GROUP INTERNATIONAL, L.L.C., a Delaware limited liability company, XXXXX
XXXXXX & ASSOCIATES, INC., a New York corporation, XXXXXX INTERACTIVE ASIA, LLC, a Delaware limited
liability company, and GSBC OHIO CORPORATION, a Ohio corporation.
| /s/ Xxxx Xxx Xxxxxxx | ||||
| (official signature and seal of notary) | ||||
| My commission expires: | ||||
| [Notarial Seal] | ||||
[Acknowledgment to Masters Securities Pledge Agreement]
| XX XXXXXX CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent | ||||
| By: | /s/ Xxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxx X. Xxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Masters Securities Pledge Agreement]
The undersigned Issuers hereby join in the above Agreement for the sole purpose
of consenting to and being bound by the provisions of Sections 4.1, 7 and 8 hereof, the
undersigned hereby agreeing to cooperate fully and in good faith with
the Administrative Agent and Pledgors in carrying out such provisions.
| XXXXXX INTERACTIVE INTERNATIONAL INC. |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
| XXXXXXXX WORLDWIDE, LLC By Xxxxxx Interactive Inc., its sole Member |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
| THE XXXXXXXX GROUP INTERNATIONAL, L.L.C. By Xxxxxxxx Worldwide, LLC, its sole Member By Xxxxxx Interactive Inc., its sole Member |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
| XXXXX XXXXXX & ASSOCIATES, INC. |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
[Signature Page to Masters Securities Pledge Agreement]
GSBC OHIO CORPORATION |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
| XXXXXX INTERACTIVE ASIA, LLC By Xxxxxxxx Worldwide, LLC, its sole Member By Xxxxxx Interactive Inc., its sole Member |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
| XXXXXXXX UK LIMITED |
||||
| By: | /s/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| Title: | Director | |||
| XXXXXX INTERACTIVE SAS |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | President | |||
| XXXXXX INTERACTIVE AG |
||||
| By: | /s/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| Title: | President | |||
| 2144798 ONTARIO INC. |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
[Signature Page to Masters Securities Pledge Agreement]
| XXXXXX INTERACTIVE ASIA (HOLDINGS) LIMITED |
||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Secretary | |||
[Signature Page to Masters Securities Pledge Agreement]
ANNEX A TO PLEDGE AGREEMENT
None of the Issuers has any authorized, issued or outstanding shares of its capital stock,
membership interests, partnership interests or other equity interests of any class or any
commitments to issue any shares of its capital stock, membership interests, partnership interests
or other equity interests of any class or any securities convertible into or exchangeable for any
shares of its capital stock, membership interests, partnership interests or other equity interests
of any class except as otherwise stated in this Annex A.
| Number of | Number of | Number of | Par or | |||||||||
| Record | Class of | Authorized | Issued | Outstanding | Liquidation | |||||||
| Issuer | Owner | Shares | Shares | Shares | Shares | Value | ||||||
Xxxxx Xxxxxx & Associates, Inc. |
Xxxxxx Interactive Inc. | Common | 200 | 10 | 10 | No Par | ||||||
Xxxxxx Interactive International Inc. |
Xxxxxx Interactive Inc. | Common | 3,000 | 100 | 100 | $.01 | ||||||
GSBC Ohio Corporation |
Xxxxxx Interactive Inc. | Common | 100 | 100 | 100 | No Par | ||||||
Xxxxxxxx UK Limited |
The Xxxxxxxx Group International, L.L.C. | Ordinary Shares | 1,000,000 | 874,939 | 874,939 | £1 | ||||||
Xxxxxx Interactive SAS |
Xxxxxx Interactive International Inc. | Shares | 102,656 shares | 102,656 shares | 102,656 shares | €1 | ||||||
Xxxxxx Interactive XX |
Xxxxxx Interactive International Inc. | Registered No Par Value Shares | 35,775 registered shares | 35,775 | 32,706 | No Par | ||||||
2144798 Ontario Inc. |
Xxxxxx Interactive International Inc. | Common | Unlimited | 100 | 100 | No Par | ||||||
Xxxxxx Interactive Asia (Holdings) Limited |
Xxxxxx Interactive International Inc. | Shares | 1,000 | 1 | 1 | HK$1 |
| Record | ||||||
| Issuer | Owner | Interest | Percentage Interest | |||
Xxxxxxxx Worldwide, LLC |
Xxxxxx Interactive Inc. | Membership | 100% | |||
Xxxxxx Interactive Asia, LLC |
Xxxxxxxx Worldwide, LLC | Membership | 100% | |||
The Xxxxxxxx Group International, L.L.C. |
Xxxxxxxx Worldwide, LLC | Membership | 100% |
