Exhibit 10.66
ASSET PLEDGE AGREEMENT
Date: October 31, 2001
TO: Xxxxxx Xxxxxx
PLEDGE OF ASSET
To induce you Xxxxxx Xxxxxx, a Texas resident, 000 Xxxxxxx Xxxxx, Xxxxxxxx
Xxxxxxx, Xxxxx 00000 (hereinafter "You"), to provide the services to facilitate
the sale of that certain property of Adhesive Software, Inc. pursuant to the
Service Agreement, dated, October 31, 2001, to us as evidenced by our Promissory
Note by and between VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation
("Company") and you in that amount dated the date of this Agreement (hereinafter
the "Asset Pledge Agreement"), and payable to your order pursuant to the
schedule set forth therein (the "Note", which term will include any amendments
thereto and substitutions therefor), and in consideration of your services in
facilitating the sale of that certain property of Adhesive Property pursuant to
the Services Agreement, and to secure payment of all amounts owing under the
Note and this Asset Pledge Agreement and performance of all of our other
obligations under the Note and under this Asset Pledge Agreement, the
undersigned hereby pledge to you and grant you a security interest in that
certain technology developed by Adhesive Software and known as "siteflash"
(hereinafter the "Siteflash Technology") .
DEFINITION OF COLLATERAL;
The term "Collateral" means (i) the Siteflash Technology, and (ii) any
cash, securities or other property paid or otherwise distributed on, with
respect to, or in exchange for any Collateral. Upon default under this Asset
Pledge Agreement, you may at any time transfer the Collateral into your name or
the name of your nominee.
WARRANTIES
We hereby warrant to you that:
a. The Company is duly incorporated and validly existing under the laws
of the State of Delaware;
b. We have taken all necessary corporate action to authorize the
execution, delivery and performance of this Asset Pledge Agreement
and the Note, which constitute our legally binding obligations;
PROHIBITION ON TRANSFER OF COLLATERAL
We agree that we will not sell, transfer, assign or encumber any of our
rights in any of the Collateral or grant any rights in or to any of the
Collateral except pursuant to this Asset Pledge Agreement. Notwithstanding the
foregoing, you acknowledge and agree that, provided we are not in Default of
this Agreement, we shall have the express right (a) in our sole and absolute
discretion, to commercially exploit the Siteflash Technology, in any manner, or
refrain therefrom and to enter into any contracts with respect thereto; (b) to
collect, receive, and retain any revenues derived from our commercial
exploitation of the Siteflash Technology for our own benefit.
ASSET PLEDGE AGREEMENT
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FURTHER ASSURANCES
We will, at our expense, take or cause to be taken such action and execute
and deliver or cause to be executed and delivered such additional agreements and
documents as you may request in connection with this Asset Pledge Agreement or
any of the Collateral or to perfect your security interest in any of the
Collateral, including, without limitation, delivering any Collateral to you and
executing and filing financing and other statements under the Uniform Commercial
Code in effect in any state; and we hereby authorize you to sign any such
agreement or document or statement on our behalf and to file any such statement
with or without our signature.
DEFAULT
Upon a default under any of the provisions of the Note, or if any warranty
by us hereunder is incorrect, or if we fail to perform any of our obligations
under this Agreement (any such default or breach of warranty or failure being
herein called "a default under this Asset Pledge Agreement"), you may, without
notice, take such action as you deem advisable with respect to the Collateral,
including, without limitation, selling any of the Collateral at public or
private sale on such terms as you deem appropriate; and you are also authorized
as our attorney-in-fact to endorse or otherwise effect the transfer of any of
the Collateral. At any such sale you may be the purchaser.
REMEDIES; ORDER OF PURSUIT
You shall not be required to resort to or pursue any of your rights or
remedies under or with respect to any other agreement or any other collateral
before pursuing any of your rights or remedies under this Asset Pledge
Agreement. You may pursue your rights and remedies in such order as you
determine, and the exercise by you of any right or remedy will not preclude your
exercising any other right or remedy.
DELAY; WAIVER
The failure or delay by you in exercising any of your rights hereunder or
with respect to the Note or any other collateral securing the Note in any
instance shall not constitute a waiver thereof in that or any other instance.
You may waive your rights only by an instrument in writing signed by you.
EXPENSES
We agree to pay on demand (a) all expenses (including, without limitation,
legal fees and disbursements) incurred by you in connection with the negotiation
and preparation of this Asset Pledge Agreement and the perfection of your
security interest in any of the Collateral, and (b) all expenses of enforcing
the provisions of this Asset Pledge Agreement and your rights against any of the
Collateral, including, without limitation, expenses and fees of legal counsel,
court costs and the cost of appellate proceedings.
WHERE TO MAKE PAYMENTS
All payments under this Asset Pledge Agreement shall be made in lawful
currency of the United States of America in immediately available funds at the
address as provided in the Note, or in such other manner or at such other place
as you shall designate in writing.
ASSET PLEDGE AGREEMENT
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NOTICES
Unless otherwise specified, all notices or other communications required
herein must be in writing and will be deemed to have been duly served if hand
delivered, sent by first class mail postage prepaid and properly addressed,
return receipt requested, or sent by overnight delivery. Notices shall be
delivered to the address of each party as set forth above or as otherwise
designated by the respective party, as the case may be. All notices to Xxxxxx
shall be addressed to Xxxxxx Xxxxxx at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx,
XX 00000.
GOVERNING LAW; AGENT FOR SERVICE OF PROCESS
This Asset Pledge Agreement and your rights and our obligations hereunder
shall be governed by and construed in accordance with the law of the State of
California. You and we agree that any legal action or proceeding with respect to
this Asset Pledge Agreement or any of the Collateral may be brought in the
courts of the State of California and of the United States having jurisdiction
in the County of Los Angeles and State of California and for the purpose of any
such legal action or proceeding, shall be subject to the exclusive jurisdiction
of such courts. For purposes of any proceeding involving this Asset Pledge
Agreement, we hereby irrevocably appoint Xxxx X. Xxxx, Esq., 0000 Xxxxxxxx
Xxxx., #000, Xxx Xxxxxxx, XX 00000, our agent to receive service of process for
us and on our behalf.
We will at all times maintain an agent to receive service of process in
California, on our behalf with respect to this Asset Pledge Agreement, and in
the event that, for any reason, the agent named above or any successor agent
shall no longer serve as our agent to receive service of process in California,
we shall promptly appoint a successor and advise you thereof.
AMENDMENT
This Asset Pledge Agreement may only be amended by an instrument in
writing signed by you and us.
Very truly yours,
PLEDGEE
XXXXXX XXXXXX
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By
PLEDGOR
AGREED:
VERTICAL COMPUTER SYSTEMS, INC.
/s/ Xxxxxxx Xxxx
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By: Xxxxxxx Xxxx, President
ASSET PLEDGE AGREEMENT
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