EXHIBIT 10.6 PLEDGE AGREEMENT OF COLLATERAL SHARES BETWEEN NEWBRIDGE CAPITAL
AND XXXXXX
NewBridge Capital Inc.
0000 XxxXxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000 Facsimile: (000) 000-0000
November 19, 2001
XxxXxx International, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Gentlemen:
This letter will confirm our understanding and agreement (the "Agreement") by
NewBridge Capital Inc. ("NewBridge") to pledge as collateral Five Hundred
Thousand (500,000) shares of Yes Clothing Company, Inc. (the "Yes Shares") to
guarantee the promissory notes (the "Notes") issued by 8 corporations and 5
individuals as listed in Exhibit 1, (collectively, the "Noteholders") effective
today's date in the aggregate principal amount of $220,686 in accordance with
our discussion, as follows:
1. Pledge of Collateral
In consideration of NewBridge to collaterize the Notes issued to XxxXxx
International, Inc., ("XxxXxx"), NewBridge hereby grants to XxxXxx a
security interest in the Yes Shares, including all proceeds, derivative
rights and accessions thereto (hereinafter referred to as the "Security
Interest"). This Agreement and the Yes Shares hereby delivered shall
secure the Notes to XxxXxx (collectively, the "Obligation").
2. Warranties, Covenants and Agreements
NewBridge and XxxXxx mutually and independently warrant, covenant,
agree and acknowledge to each other that:
A. Purpose. The Yes Shares covered by this Agreement are pledged
by NewBridge solely to secure the Obligation to XxxXxx.
B. Third Party Claims. Until such time as the Noteholders have
satisfied the Obligation, NewBridge, at its cost and expense,
will protect and defend the Yes Shares against the claims and
demands of all other parties. Further, NewBridge will promptly
notify XxxXxx of any attempt to levy, distraint, lay claim,
disavow, repudiate or otherwise diminish the derivative
rights, or seize by legal process or otherwise of any part of
the Yes Shares, or of any threatened claims or proceedings
that might in any way affect or impair any of the terms of
this Agreement.
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3. Events of Default
Any failure or neglect by the Noteholders to observe or perform any of
the terms, provisions, promises, agreements or covenants of the Notes,
including but not limited to the payment of any fees when due, and the
continuance of such failure or neglect for three (3) business days
following written notice thereof by XxxXxx, shall constitute and is
hereby defined to be an "Event of Default."
4. Pledgee's Remedies
Following written notice as set forth in paragraph 3 above, upon the
occurrence of any Event of Default hereunder, XxxXxx shall have the
following rights and remedies:
A. Acceleration and Sale. XxxXxx may, at its option, declare all
or any part of the Obligation due under the Note immediately
due and payable. XxxXxx may, without further notice or demand
and without legal process, sell all or any part of the Yes
Shares at a public sale either with or without having such
securities at the place of sale, and with notice to NewBridge
as provided herein, and credit XxxXxx with $.55 for each share
of the Yes Shares sold.
B. All Remedies Available. XxxXxx may pursue any legal remedy
available to collect all sums due under the Note and to
enforce NewBridge's title in and right to possession and sale
of the Yes Shares.
5. Miscellaneous Provisions
A. Authority. The officers of XxxXxx and NewBridge executing this
Agreement represent that they are duly authorized to do so and
they represent that the respective entities have taken all
action required by law or otherwise to properly allow such
signatory to execute this Agreement.
B. Notices. Any notice under this Agreement shall be deemed to
have been sufficiently given if sent by registered or
certified mail, postage prepaid, addressed as follows:
To XxxXxx: XxxXxx International, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To NewBridge: NewBridge Capital Inc.
0000 XxxXxxxxx Xxxxx, Xxxxx #0000
Xxxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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With copy to: Weed & Co. LP
0000 XxxXxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to any other address which may hereafter be designated by
either party by notice given in such manner. All notices shall
be deemed to have been given as of the date of receipt.
C. Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and no other prior
written or oral statement or agreement shall be recognized or
enforced.
D. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of
this Agreement.
E. Assignment. None of the parties hereto may assign this
Agreement without the express written consent of the other
parties and any approved assignment shall be binding on and
inure to the benefit of such successor or, in the event of
death or incapacity, on assignor's heirs, executors,
administrators and successors.
F. Governing Law. This Agreement and the transaction evidenced
hereby shall be construed under the laws of the State of
California, County of Orange, as the same may from time to
time be in effect.
G. Attorney's Fees. If any legal action or other preceding
(non-exclusively including arbitration) is brought for the
enforcement of or to declare any right or obligation under
this Agreement or as a result of a breach, default or
misrepresentation in connection with any of the provisions of
this Agreement, or otherwise because of a dispute among the
parties hereto, the prevailing party will be entitled to
recover actual attorney's fees (including for appeals and
collection) and other expenses incurred in such action or
proceeding, in addition to any other relief to which such
party may be entitled.
H. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their successors, any rights
or remedies under or by reason of this Agreement, unless this
Agreement specifically states such intent.
I. Further Assurances. At any time, and from time to time after
the execution of the Note, each party hereto will execute such
additional instruments and take such action as may be
reasonably requested by the other party to carry out the
intent and purposes of this Agreement.
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J. Broker's or Finder's Fee; Expenses. NewBridge and XxxXxx each
warrant that they have not incurred any liability, contingent
or otherwise, for brokers' or finders' fees or commissions
relating to this Agreement for which the other party shall
have responsibility. Except as otherwise provided herein, all
fees, costs and expenses incurred by either party relating to
this Agreement shall be paid by the party incurring same.
K. Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether
conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed
as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time
prior to the satisfaction of the Obligation, this Agreement
may be amended by a writing signed by all parties hereto.
L. Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
M. Facsimile. It is understood and agreed that this Agreement may
be executed in any number of identical counterparts, each of
which may be deemed an original for all purposes. A facsimile,
telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy
may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen, and such execution
and delivery shall also be considered valid, binding and
effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this
instrument as well as any facsimile, telecopy or other
reproduction hereof.
N. Written Amendment Required. No modification, rescission,
waiver, release or amendment of any provision of this
Agreement shall be made except by a written agreement
subscribed by NewBridge and XxxXxx.
O. Full Force and Effect. This Agreement shall remain in full
force and effect until any and all of the Obligation pursuant
to the Note, and any extensions or renewals thereof, shall be
paid in full.
P. Successors and Assigns. NewBridge and XxxXxx as used herein
shall include the heirs, executors or administrators, or
successors or assigns of those parties. The provisions of this
Agreement shall apply to the parties according to the context
hereof and without regard to the number or gender of words and
expressions used herein.
Q. Financing Statements. A carbon, photographic or other
reproduced copy of this Agreement and/or any financing
statement relating hereto shall be sufficient for filing
and/or recording as a financing statement. Notwithstanding the
foregoing, NewBridge shall provide, shall execute and shall
cooperate with XxxXxx in the execution and filing of such
financing statements, documents and instruments as XxxXxx may
reasonably request in order for XxxXxx to perfect its security
interest and/or otherwise to carry out the purposes of this
Agreement.
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NewBridge Capital Inc.
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx
Secretary
Approved, Accepted and Agreed
this 19th day of November, 2001
XxxXxx International Inc.
By: /s/ Xxxxx Xx
-----------------------------------------
Xxxxx Xx
President
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EXHIBIT 1
PROMISSORY NOTES
The following are the Noteholders and the amounts owed to XxxXxx as of September
30, 2001:
TYPE OF BALANCE
NOTEHOLDER ENTITY @ 9/30/01
---------------------------------- ------- ---------
Casino Management of America, Inc. Corp. $ 100,000
Cleopatra's World Inc. Corp. 3,671
Yes Clothing Company Corp. 3,088
Other Corp. 3,877
Xxxx X. Xxxx Ind. 66,218
Xxxxxxxx Xxxxx Ind. 3,832
Xxx Xxxxxx Ind. 20,000
Xxxxxx Xxxx Ind. 20,000
---------
TOTALS $ 220,686
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