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EXHIBIT 10(i)(a)(12)
STOCK PLEDGE
THIS AGREEMENT is made this 29 day of May, 1997 between Xxxxx X. Xxxxx
("Pledgor") and XXXXXX-XXXXXX, INC., an Ohio corporation ("Pledgee"), of 000
Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000.
RECITALS
At the time of the execution of this Agreement, the Pledgee had agreed to
lend Capital 2000, Inc., to be renamed United Xxxxxxx Corporation, a Colorado
corporation ("USC"), an affiliate of Pledgor, up to $3,000,000, on the terms and
conditions evidenced in the Promissory Note ("Note") of USC, a copy of which is
attached hereto and which is incorporated herein by reference.
To induce the Pledgee to make the loan to USC, the Pledgor has agreed to
pledge certain stock to the Pledgee as security for the repayment of the loan.
It is therefore agreed:
1. Pledge. In consideration of the maximum amount of $3,000,000 to be lent
to USC by Pledgee, in its sole discretion, the Pledgor grants a security
interest to the Pledgee in instruments of the following description: 1,500,000
Shares of the no par common stock of USC, endorsed in blank and either delivered
to the Pledgee or deposited in a Pledged Collateral Account in the name of
Pledgee, at Pledgee's election, with this Agreement. The Pledgor appoints the
Pledgee his attorney to arrange for the transfer of the pledged shares on the
books of the issuer to the name of the Pledgee upon his default in payment of
the Note. The Pledgee shall hold the pledged shares as security for the
repayment of the loan, and shall not encumber or dispose of the shares except in
accordance with the provisions of Paragraph 8 of this Agreement.
2. Dividends. During the term of this pledge, all dividends and other
amounts received by virtue of ownership of the stock shall be the property of
Pledgor. Upon default in payment of the Note, all dividends and other amounts
received by the Pledgee as a result of the Pledgee's record ownership of the
pledged shares shall be applied to the payment of the principal and interest on
the loan.
3. Voting Rights. During the term of this pledge, and as long as Pledgor
and USC are not in default in the performance of any of the terms of this
Agreement or in the payment of the principal or interest of the loan, as the
case may be, the Pledgor shall have the right to vote the pledged shares on all
corporate questions.
4. Representations. The Pledgor warrants and represents that there are no
restrictions on this transfer of the pledged shares, other than may appear on
the face of the certificates, and that the Pledgor has the right to transfer the
shares free of any encumbrances and without obtaining the consent of USC or of
the other shareholders.
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5. Adjustments. In the event that, during the term of this pledge, any
share dividend, reclassification, merger, readjustment, or other change is
declared or made in the capital structure of the company that has issued the
pledged shares, all new, substituted, and additional shares or other securities
issued by reason of any change shall be held by the Pledgee in the same manner
as the shares originally pledged under this Agreement.
6. Warrants and Rights. If any subscription warrants or any other rights
or options are issued in connection with the pledged shares, during the term of
this pledge, and are exercised during such period by the Pledgor, all new shares
or other securities so acquired by the Pledgor shall be immediately assigned to
the Pledgee to be held in the same manner as the shares originally pledged under
this Agreement.
7. Payment of Loan. On payment at maturity of the principal and interest
of the loan, less amounts received and applied by the Pledgee in reduction of
the loan, Pledgee shall deliver the pledged shares and all rights thereto
received by the Pledgee to Pledgor.
8. Default. In the event that Pledgor or USC default in the performance of
any of the terms of this Agreement, or in the payment at maturity of the
principal or interest of the loan, the Pledgee shall have the rights and
remedies provided in the Uniform Commercial Code in force in the State of Ohio.
In this connection, the Pledgee may, on five days' notice to the Pledgor sent by
certified mail, return receipt requested, and without liability for any
diminution in price that may have occurred, sell all the pledged shares in the
manner and for the price that the Pledgee may determine. At any bona fide public
sale, the Pledgee shall be free to purchase all or any part of the pledged
shares. Out of the proceeds of any sale, the Pledgee may retain an amount equal
to the principal and interest then due on the loan, plus the amount of the
expenses of the sale, and shall pay any balance of the proceeds of any sale to
the Pledgor. If the proceeds of the sale are insufficient to cover the principal
and interest of the loan plus expenses of the sale, USC shall remain liable to
the Pledgee for any deficiency.
PLEDGOR
/s/ Xxxxx X. Xxxxx
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PLEDGEE
XXXXXX-XXXXXX, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, CEO
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