PLEDGE AGREEMENT
DATED AS OF APRIL 1, 1999
by
XXXX X'XXXXX
to
FULL POWER CORPORATION
AN OHIO CORPORATION
TABLE OF CONTENTS
Page
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SECTION 1. DEFINITIONS.............................................. 1
SECTION 2. SECURITY FOR OBLIGATIONS................................. 2
SECTION 3. DEFINITION OF STOCK, ETC................................. 2
SECTION 4. PLEDGE OF STOCK, ETC..................................... 3
4.1 Pledge..................................................... 3
4.2 Subsequently Acquired Stock................................ 3
SECTION 5. TRANSFER OF COLLATERAL, ETC., BY PLEDGOR................. 3
5.1 No Dispositions............................................ 3
SECTION 6. CERTAIN RIGHTS IN RESPECT OF PLEDGED STOCK............... 3
6.1 Voting..................................................... 3
6.2 Dividends and Other Distributions.......................... 4
SECTION 7. REMEDIES IN CASE OF EVENT OF DEFAULT..................... 4
SECTION 8. ATTORNEY-IN-FACT......................................... 7
SECTION 9. PLEDGOR'S OBLIGATIONS ABSOLUTE WAIVER.................... 7
SECTION 10. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS
OF PLEDGOR.............................................. 9
SECTION 11. FURTHER ASSURANCES...................................... 10
SECTION 12. TERMINATION; RELEASE.................................... 10
SECTION 13. NOTICES................................................. 11
SECTION 14. MISCELLANEOUS........................................... 11
THIS PLEDGE AGREEMENT, dated as of April 1, 1999 as supplemented, amended
or otherwise modified from time to time as permitted hereby, ("this
Agreement"), made by XXXX X'XXXXX, an individual ("Pledgor") to FULL POWER
CORPORATION, an Ohio corporation ("Pledgee") for the benefit of All Power
Corp. ("Beneficiary").
RECITALS:
A. The Pledgor is the principal shareholder of All Power Corp., a New
York Corporation. All Power Corp. has entered into a Line of Credit Agreement
dated as of April __, 1999 as supplemented, amended or otherwise modified from
time to time (the "Line of Credit Agreement") with the Pledgee providing,
subject to the terms and conditions thereof, for the issuance of a line of
credit in favor of All Power Corp. of up to $250,000.00. In connection with the
Line of Credit Agreement, All Power Corp. has executed a Line of Credit Note in
the principal amount of $250,000.00 (the "Note") in favor of the Pledgee.
B. Pursuant to the terms of the Line of Credit Agreement and the demand
of the Pledgee, the Pledgor shall execute and deliver this Agreement in favor
the Pledgee.
C. As security for the Line of Credit Agreement and All Power Corp.'s
prompt and faithful performance of its obligations under the Line of Credit
Agreement and Note, Pledgor agrees to pledge to Pledgee and grant to Pledgee a
security interest in and lien on certain property herein specified.
NOW, THEREFORE, in consideration of the aforesaid premises and the mutual
terms and covenants herein contained, Pledgor and Pledgee agree as follows:
SECTION 1. DEFINITIONS. As used in this Agreement, the following terms have
the meanings specified below (terms defined in the singular to have a
correlative meaning when used in the plural and vice versa):
"BENEFICIARY" shall have the meaning set forth in the introductory
paragraph.
"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which commercial banks are required or authorized by law or
regulation to be closed in Cleveland, Ohio.
"COLLATERAL" shall have the meaning set forth in Section 4.1.
"DEFAULT" shall mean an Event of Default or an event which with notice or
lapse of time or both would become an Event of Default.
"EVENT OF DEFAULT" shall have the meaning set forth in the Line of Credit
Agreement.
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"LIEN" shall mean any mortgage, pledge, hypothecation, security assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever including, without limitation, any conditional sale or other
title retention agreement and any capital lease having substantially the same
economic effect as any of the foregoing.
"LINE OF CREDIT AGREEMENT" shall have the meaning set forth in Recital A.
"NOTE" shall have the meaning set forth in Recital A.
"OBLIGATIONS" shall have the meaning set forth in Section 2.
"PERSON" shall mean any individual, corporation, company, voluntary
association, partnership, joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).
"PLEDGED STOCK" shall have the meaning set forth in Section 4.1.
"PLEDGEE" shall have the meaning set forth in the introductory paragraph.
"PLEDGOR" shall have the meaning set forth in the introductory paragraph.
"STOCK" shall have the meaning set forth in Section 3.
"TERMINATION DATE" shall have the meaning set forth in Section 12.
SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement is made by Pledgor
for the benefit of Pledgee to secure the prompt payment in full when and as
due of every obligation and liability of Beneficiary to Pledgee including,
but not limited to the due and punctual payment when due and as due of the
principal and interest on the Note in accordance with its terms and the terms
of the Line of Credit Agreement and all other amounts payable (including,
without limitation, indemnities, fees, costs, expenses and interest thereon)
under the Line of Credit Agreement (collectively, the "Obligations").
SECTION 3. DEFINITION OF STOCK, ETC. As used herein, the term "Stock"
shall mean 1,000,000 shares of $.001 par value common stock ("Stock") of the
Beneficiary. Pledgor represents and warrants that, on the date hereof, (a)
Pledgor is the sole beneficial owner and the holder of record of all of the
Stock and (b) Pledgor owns no stock or securities of Beneficiary, other than
the Stock identified on Annex A.
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SECTION 4. PLEDGE OF STOCK, ETC.
4.1 PLEDGE. In order to secure the Obligations, Pledgor hereby pledges
with Pledgee, and hereby assigns, transfers, hypothecates, mortgages and sets
over to Pledgee and grants to Pledgee a security interest in, all Stock
evidenced by the certificates identified on Annex A (the "Pledged Stock")
together with all such certificates evidencing such Stock and together with
all income and profits thereof, all cash, securities and other property at
any time and from time to time distributed thereon, all other proceeds
thereof and all rights and privileges pertaining thereto (all such Pledged
Stock, certificates, income, profits, distributions, proceeds, rights and
privileges being herein collectively called the "Collateral"). Concurrently
with its execution and delivery of this Agreement, Pledgor has delivered to
Pledgee all certificates evidencing the Pledged Stock accompanied by undated
stock powers duly executed by Pledgor in blank.
4.2 SUBSEQUENTLY ACQUIRED STOCK. If Pledgor shall acquire (by
purchase, stock dividend or otherwise) any additional Stock at any time or
from time to time after the date hereof, Pledgor shall (a) hold the same as
the Pledgee's agent, in trust for Pledgee, and will forthwith pledge and
deposit such Stock as security with Pledgee and deliver to Pledgee
certificates or instruments therefor, accompanied by undated stock powers
duly executed by Pledgor, and all of such Stock shall thereafter constitute
Pledged Stock under this Agreement, to the same extent as if such Stock had
been owned by Pledgor on the date hereof and described in Annex A and
originally pledged hereunder, and shall be held by Pledgee pursuant hereto as
part of the Collateral, and (b) enter into such documents and instruments and
take such further action as Pledgee may reasonably request to confirm the
pledge of such Stock hereunder and carry out the intent of this Section 4.2.
SECTION 5. TRANSFER OF COLLATERAL BY PLEDGOR.
5.1 NO DISPOSITIONS. Pledgor will not (a) sell or otherwise dispose
of, grant any option with respect to, or (except pursuant to this Agreement)
mortgage, pledge or otherwise encumber any of the Collateral or (b) file or
suffer to be on file, or authorize or permit to be filed or to be on file, in
any jurisdiction in the United States any financing statement or like
instrument with respect to the Collateral in which Pledgee is not named as
the sole secured party.
SECTION 6. CERTAIN RIGHTS IN RESPECT OF PLEDGED STOCK.
6.1 VOTING. Unless and until an Event of Default shall have occurred
and be continuing, Pledgor shall have the right to exercise all voting,
consensual and other powers of ownership pertaining to the Pledged Stock,
PROVIDED that, Pledgor will not vote the Pledged Stock or grant any consent,
waiver or ratification or take any other action in respect thereof in any
manner which would violate or be inconsistent with any of the terms of this
Agreement, the Note, or the Line of Credit Agreement, or which would have the
effect of impairing the
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position or interests of Pledgee. All such rights of Pledgor to exercise
voting, consensual and other powers of ownership shall cease in case an Event
of Default shall occur and be continuing. At any time upon the occurrence and
during the continuance of an Event of Default, (i) Pledgee may cause any or
all of the Pledged Stock (or any other Collateral) to be registered in, or
transferred into, its name or the name of its nominee or nominees, without
notice to Pledgor and (ii) the Pledgor, upon request of Pledgee, will convert
all Pledged Stock in bearer form identified in such request to registered
form.
6.2 DIVIDENDS AND OTHER DISTRIBUTIONS. Unless an Event of Default
shall have occurred and be continuing, all cash dividends payable in respect
of the Pledged Stock shall be paid to Pledgor, PROVIDED that, whether or not
an Event of Default shall have occurred or be continuing, all cash dividends
and other distributions payable in respect of the Pledged Stock which
constitute in whole or in part an extraordinary, liquidating or other
distribution in return of capital shall be paid to Pledgee and retained by it
as part of the Collateral. Notwithstanding the foregoing, Pledgee shall in
any event also be entitled to receive directly, and to retain as part of the
Collateral (and Pledgor shall promptly deliver to Pledgee):
(a) all other or additional stock or securities or property (other
than cash permitted to be retained by Pledgor in accordance with the first
sentence of this Section 6.2) paid or distributed by way of dividend or
otherwise in respect of the Pledged Stock;
(b) all other or additional stock or securities or property
(including cash) paid or distributed in respect of the Pledged Stock by
way of stock-split, spin-off, split-up, revision, reclassification,
combination of shares or other corporate rearrangement; and
(c) all other or additional stock or other securities or property
(including cash) which may be paid or distributed in respect of the
Collateral by reason of any consolidation, merger, exchange of stock,
conveyance of assets, liquidation or other corporate reorganization.
All dividends, distributions or other payments in respect of the
Collateral which are received by Pledgor contrary to the provisions of this
Section 6.2 or of Section 7 below shall be received in trust for the benefit
of Pledgee, shall be segregated from other property or funds of Pledgor, and
shall be forthwith paid over and delivered to Pledgee as Collateral in the
same form as so received (with any necessary endorsements).
SECTION 7. REMEDIES IN CASE OF EVENT OF DEFAULT.
(a) In case an Event of Default shall have occurred and be
continuing, Pledgee shall be entitled to exercise all of the rights,
powers and remedies (whether vested in it by this Agreement, by law, in
equity, by statute or otherwise) for the protection and enforcement of its
rights in respect of the Collateral, and Pledgee shall
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be entitled, without limitation, to exercise the following rights:
(i) to receive all amounts payable in respect of the Collateral
otherwise payable under Section 6.2 to Pledgor and to receive all
dividends and other distributions payable in respect of the Collateral
under said Section;
(ii) to have and exercise all of the rights and remedies with
respect to the Collateral of a secured party under the Uniform Commercial
Code (whether or not said Code is in effect in the jurisdiction where
such rights and remedies are asserted) and such additional rights and
remedies to which a secured party is entitled under the laws in effect
in any jurisdiction where any rights and remedies hereunder may be
asserted, including, without limitation, the right, to the maximum extent
permitted by law, to exercise all voting, consensual and other powers of
ownership pertaining to the Collateral (whether or not transferred into
the name of Pledgee) as if Pledgee were the sole and absolute owner
thereof (and Pledgor agrees to take all such action as may be appropriate
to give effect to such right, and hereby irrevocably constitutes and
appoints Pledgee the proxy and attorney-in-fact of Pledgor, with full
power of substitution, from and after the occurrence and during the
continuance of an Event of Default, to exercise all such voting,
consensual and other powers of ownership);
(iii) to transfer all or any part of the Collateral into Pledgee's
name or the name of its nominee or nominees, without notice to Pledgor;
(vi) in its name or in the name of Pledgor or otherwise, to
demand, xxx for, collect or receive any money or property at any time
payable or receivable on account of or in exchange for any of the
Collateral; and
(v) at any time or from time to time, upon ten Business Days'
prior written notice to Pledgor (which notice Pledgor hereby agrees to be
commercially reasonable) of the time and place with respect to the
Collateral or any part thereof that shall then be or shall thereafter
come into the possession, custody or control of Pledgee or any of its
agents, to sell, lease, assign and deliver, or grant options to purchase,
or otherwise dispose of all or any part of such Collateral, at such place
or places as Pledgee may determine, and for cash or on credit or for
future delivery (without thereby assuming any credit risk), at public or
private sale, without demand of performance or notice of intention to
effect any such disposition or of the time or place thereof (except such
notice as is required above), it being agreed that the purchaser, lessee,
assignee or recipient of any or all of the Collateral so disposed of at
any public sale (or, to the extent permitted by law, at any private
sale) may thereafter hold the same absolutely, free from any claim or
right of whatsoever kind, including
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any right or equity of redemption (statutory or otherwise), of Pledgor
and any obligation to see to the application of any part of the purchase
money paid therefor or any liability for the misapplication or
non-application thereof; and Pledgee may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from
time to time by announcement at the time and place fixed for such sale,
and such sale may be made at any time or place to which the same may be
so adjourned.
Pledgee will not in any event be liable for failure to collect or realize
upon any or all of the collateral or for any delay in so doing, except in the
case of gross negligence or willful misconduct; nor shall it be under any
obligation to take any action whatsoever with regard thereto.
Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act of 1933, as amended and applicable securities laws of other
jurisdictions, Pledgee may be compelled, with respect to any sale of all or
any part of the Collateral, to limit purchasers to those who will agree,
among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. Pledgor
acknowledges that any such private sale may be at prices and on terms less
favorable to Pledgee than those obtainable through a public sale without such
restrictions, and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner and that Pledgee shall have no obligation to engage in public sales
and no obligation to delay the sale of any Collateral for the period of time
necessary to permit the issuer thereof to register it for public sale. Pledgee
shall not incur any liability to Pledgor as a result of the sale of the
Collateral, or any part thereof, at any such private sale conducted in a
commercially reasonable manner without gross negligence or willful
misconduct. Pledgor hereby waives any and all claims against Pledgee arising
by reason of the fact that the price at which the Collateral may have been
sold at such a private sale was less than the price that might have been
obtained at a public sale or was less than the aggregate amount of the
Obligations, even if Pledgee accepts the first offer received and does not
offer the Collateral to more than one offeree.
Each right, power and remedy of Pledgee provided for in this Agreement, the
Note, or the Line of Credit Agreement, or now existing or hereafter available
at law or in equity or by statute or otherwise, shall be cumulative and
concurrent and shall be in addition to every other such right, power or
remedy. The exercise or beginning of the exercise by Pledgee of any one or
more of such rights, powers or remedies shall not preclude the simultaneous
or later exercise by Pledgee of all such other rights, powers or remedies,
and no course of dealing or failure or delay on the part of Pledgee in
exercising any such right, power or remedy shall operate as a waiver thereof
or otherwise prejudice the rights, powers or remedies of Pledgee.
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(b) Pledgee may be a purchaser of the Collateral, or any part
thereof, at any sale thereof pursuant to the provisions hereof, whether
upon foreclosure or by power of sale or otherwise, and may bid for and
acquire all or any part of the Collateral and in lieu of paying cash
therefor may make settlement for the purchase price by crediting upon
the Obligations the net sales price after deducting therefrom the costs
and expenses of such sale.
SECTION 8. ATTORNEY-IN-FACT. Without limiting any rights or powers
granted by this Agreement to Pledgee while no Event of Default has occurred
and is continuing, upon the occurrence and during the continuance of any
Event of Default, Pledgor hereby irrevocably constitutes and appoints Pledgee
and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority and
stead of Pledgor without notice or assent thereof, and in the name of Pledgor
or in its own name, for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instruments that Pledgee
may reasonably deem necessary or appropriate to accomplish the purposes
hereof. Without limiting the generality of the foregoing, so long as Pledgee
shall be entitled under this Agreement to make collections in respect of the
Collateral, Pledgee shall have the right and power to receive, endorse and
collect all checks made payable to or to the order of Pledgor representing
any dividend, payment or other distribution in respect of the Collateral or
any part thereof and to give full discharge for the same.
SECTION 9. PLEDGOR'S OBLIGATIONS ABSOLUTE WAIVER.
(a) To the fullest extent permitted by applicable law, the
obligations of Pledgor under this Agreement shall be absolute and
unconditional, shall not be subject to any counterclaim, set-off,
deduction or defense based on any claim Pledgor may have against
Pledgee. Beneficiary or any other Person, or based upon any claim
Beneficiary may have against Pledgee or any other Person, and shall
remain in full force and effect without regard to, and shall not be
released, suspended, abated, deferred, reduced, discharged, terminated
or otherwise affected by any circumstance or occurrence whatsoever
(other than indefeasible prior payment, performance and satisfaction in
full of the obligations in accordance with the terms of the Line of
Credit Agreement), whether or not Pledgor or any other Person shall have
any knowledge or notice thereof, including, without limitation:
(i) any renewal, extension, amendment or modification of or
addition or supplement to or deletion from the Note, this
Agreement, the Line of Credit Agreement, or any other instrument or
agreement applicable to Pledgor or Beneficiary, or any assignment,
transfer or other disposition of any thereof;
(ii) any failure on the part of Pledgor, Beneficiary or any
other
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Person, to perform or comply with any term of any such instrument or
agreement;
(iii) any waiver, consent, extension, indulgence or other
action or inaction (including, without limitation, any lack of
diligence or failure to mitigate damages) under or in respect of
any such instrument or agreement or any obligation or liability of
Pledgor, Beneficiary or any other Person, or any exercise or
non-exercise of any right, power or remedy under or in respect of
any such instrument or agreement or any such obligation or
liability;
(iv) any furnishing of any additional security to Pledgee or
its assignee or any acceptance thereof or any release of any
Collateral or other security by Pledgee or its assignee;
(v) any limitation on any Person's liability or obligations
under any such instrument or agreement or any such obligation or
liability or any termination, cancellation, frustration, invalidity
or unenforceability, in whole or in part, of any such instrument or
agreement or any such obligation or liability or any term of any
thereof;
(vi) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition, arrangement or other
similar proceeding relating to Pledgor, Beneficiary, or any of
their respective properties or assets, or any such proceeding by,
among or on behalf of their respective creditors, as such, or any
proceeding for the voluntary liquidation or dissolution or other
winding up of Beneficiary, whether or not involving insolvency or
bankruptcy proceedings, or any assignment for the benefit of their
respective creditors, or any other marshalling of their respective
assets, or any action taken by any trustee, receiver or the like or
by any court in any such proceeding;
(vii) any change in the ownership of all or any part of the
capital stock of Beneficiary;
(viii) any assignment, transfer or other disposition, in whole
or in part, by Pledgor of its interest in any Collateral; or
(ix) any other circumstance or occurrence, whether similar or
dissimilar to any of the foregoing.
(b) Pledgor unconditionally waives, to the fullest extent permitted
by applicable law, (i) notice of any of the matters referred to in
Section 9(a); (ii) all notices required by statute, rule or law or
otherwise to preserve any rights against Pledgor hereunder including,
without limitation, any demand, proof or
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notice of non-payment of any principal of or interest on the Note, and
any notice of any failure on the part of Beneficiary to perform or
comply with any term of the Note or the Line of Credit Agreement;
(iii) any right to the enforcement, assertion or exercise of any
right, power or remedy under or in respect of any such agreement or
instrument; and (iv) any requirement that any other Person be joined
as a party to any proceedings for the enforcement of any term of any
such agreement or instrument. Pledgor hereby unconditionally waives
and releases, to the fullest extent permitted by applicable law, any
right or equity of redemption (statutory or otherwise) with respect to
the Collateral, whether before or after sale hereunder, and all
rights, if any, of marshalling the Collateral and any other security
for the Obligations or otherwise.
SECTION 10. FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR.
Pledgor represents and warrants for the benefit of Pledgee that:
(a) on the date hereof, Pledgor has good and marketable title to the
Stock evidenced by the certificates identified on Annex A. No Lien now
exists upon the Collateral and no Lien will exist upon the Collateral at
any time after the date hereof (and no-right or option to acquire any of
the Collateral exists in favor of any Person), except for the pledge
in favor of Pledgee created or provided for in this Agreement, which
pledge constitutes a valid and enforceable first priority pledge and
perfected security interest in and to the Collateral, subject to no prior
Lien or to any agreement purporting to grant to any third party a Lien on
the Collateral.
(b) All of the shares of the Pledged Stock are, and all other Stock
hereafter acquired by Pledgor will be (from and after the issuance
thereof), duly authorized, validly issued, fully paid and non-assessable
and none of such Pledged Stock or other Stock is or will be subject to any
restriction on the transfer thereof, pursuant to the charter or By-Laws of
the Beneficiary when issuing such Stock or any contract or agreement (other
than any such restriction contained in this Agreement or the Line of Credit
Agreement) by which Beneficiary or any of its respective properties may be
bound, or otherwise. An appropriate notation has been placed on the stock
ledger or other books and records of Beneficiary (and, in the case of any
Stock hereafter acquired by Pledgor, will be so placed on the stock ledger
or other books and records of Beneficiary the stock of which is pledged
hereunder) in order to reflect the pledge in favor of Pledgee created or
provided for in this Agreement.
(c) Pledgor has full power, authority and legal right to pledge all
of the Pledged Stock pursuant to this Agreement.
(d) This Agreement has been duly executed and delivered by Pledgor
and constitutes the legal, valid and binding obligation of Pledgor
enforceable in accordance with its terms.
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(e) Pledgor will appear in and defend any action or proceeding that
may affect its title to or Pledgee's interest in the Collateral.
(f) Pledgor will give prompt notice to Pledgee of the occurrence of
any Default or Event of Default.
SECTION 11. FURTHER ASSURANCES. In furtherance of the pledge pursuant to
Section 4, Pledgor will:
(a) give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers that may
be necessary or appropriate (in the reasonable judgment of Pledgee) to
create, preserve, perfect or validate the pledge contemplated by this
Agreement or to enable Pledgee to exercise and enforce its rights, powers
and remedies hereunder with respect to such pledge (including, without
limitation, upon the occurrence and during the continuance of an Event of
Default, causing any or all of the Collateral to be registered in or
transferred of record into the name of Pledgee or its nominee) or otherwise
further to effectuate the purposes of this Agreement and to carry out the
terms hereof; and
(b) cause all certificates for the Pledged Stock to include such
legends as may be necessary or advisable to give proper notice of the
provisions of this Agreement and safeguard the rights of Pledgee
hereunder.
Pledgor hereby authorizes Pledgee to file financing statements and
amendments thereto relative to all or any part of the Collateral without the
signature of Pledgor where permitted by law, and agrees to do such further acts
and things and to execute and deliver to Pledgee such additional conveyances,
assignments, agreements and instruments as Pledgee may reasonably require or
deem advisable to carry into effect the purposes of this Agreement or to further
assure and confirm unto Pledgee its rights, powers and remedies hereunder.
SECTION 12. TERMINATION: RELEASE. After the Termination Date (as
defined below), this Agreement shall terminate (except as hereinafter
provided), and Pledgee, at the request and expense of Pledgor, will execute
and deliver to Pledgor a proper instrument or instruments acknowledging the
satisfaction and termination of this Agreement, and will duly assign,
transfer and deliver to Pledgor (without recourse and without any
representation or warranty of any kind by Pledgee) such of the Collateral as
may be at the time in the possession of Pledgee and as has not theretofore
been sold or otherwise applied or released pursuant to this Agreement,
together with any moneys at the time held by Pledgee hereunder. As used in
this Agreement, "Termination Date" shall mean the date upon which the Note is
no longer outstanding, and when all Obligations have been indefeasibly paid
and satisfied in full in accordance with the terms of the Note and Line of
Credit Agreement and when Pledgee is satisfied that it is entitled to retain
all funds so paid.
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SECTION 13. NOTICES. All notices and other communications provided for
in this Agreement shall be in writing and delivered by hand or mailed, first
class postage prepaid, return receipt requested or sent by overnight courier, or
by confirmed telefax transmission (confirmed by hand delivered, mailed or
overnight courier copy) addressed (a) if to Pledgor at ________________________
or at such other address as Pledgor shall have designated by notice to Pledgee,
or (b) if to Pledgee at __________________________ with a copy to: Xxxx, Dill,
Carr, Xxxxxxxxxx & Xxxxxxxxx, P.C., 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX
00000 or at such other address as Pledgee shall have designated by notice to
Pledgor.
SECTION 14. MISCELLANEOUS. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF OHIO. The
terms of this Agreement may be waived, altered or amended only by an
instrument in writing duly executed by the party against which enforcement of
such waiver, alteration or amendment is sought. Any such waiver, alteration
or amendment shall be binding upon Pledgor and Pledgee. This Agreement shall
be assignable and shall be binding upon and inure to the benefit of and be
enforceable by Pledgor and Pledgee and their respective successors and
assigns. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect any of the terms hereof. Unless
otherwise specified, any reference in this Agreement to a particular section
or other subdivision, or a particular annex, shall be considered a reference
to that section or other subdivision of, or to that annex to, this Agreement.
This Agreement may be executed in any number of counterparts, each of which
shall be an original and all of which, taken together, shall constitute one
and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterpart. If any provision hereof is
invalid and unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, the other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in favor of
Pledgee in order to carry out the intentions of the parties hereto as nearly
as may be possible, and the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdictions.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
By: /s/ Xxxx X'Xxxxx
-------------------------
Xxxx X'Xxxxx
FULL POWER CORPORATION
an Ohio corporation
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Name: Xxxxxx Xxxxxxx
Title: President
Notwithstanding anything in this entire agreement, Xxxx X'Xxxxx shall not
be liable personally or otherwise, in any way, shape or form as a guarantor of
the loan other than with regard to his stock in All Power Corp.
Agreed and accepted
/s/ Xxxx X'Xxxxx
----------------------------
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ANNEX A
to
Pledge Agreement
PLEDGED STOCK
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Name of Issuer Certificate Number Number and Class Percentage of
of Shares Outstanding Shares
of Each of Class of
Capital Stock
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All Power Corp. 1 1,000,000 Common 100%
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13
