EXHIBIT 99.3
PLEDGE AGREEMENT
This Pledge Agreement (the "Agreement") is made between Xxxxxxxxxx
Capital Corp., a Florida corporation, as pledgor ("Pledgor"), and AmeriNet
Xxxxx.xxx, Inc., as pledgee ("Pledgee").
For good and valuable consideration, receipt of which is hereby
acknowledged, Pledgor and Pledgee hereby agree as follows:
1. Grant of Security Interest. Pledgor hereby grants to Pledgee a
continuing first priority, perfected security interest in 6,000,000 shares of
common stock of AmeriNet Group. com Inc., a Delaware corporation, evidenced by
certificate no. ___________________issued in the name of Pledgor, and all
property, proceeds, dividends, distributions, rights or profits attributable to
ownership of the foregoing shares of common stock (collectively., the
"Collateral").
2, Debts Secured. The security interest granted by this Agreement shall
secure payment of Xxxxxxx'x two Promissory Notes issued in favor of Pledgee, of
even date, each in the principal amount of FIVE HUNDRED TEN THOUSAND AND NO/100
DOLLARS ($510,000.00) (collectively and individually, as the context may
require, the "Note"), any and all renewals, extensions, replacements,
modifications and amendments thereof (including any which increase the original
principal amount).
3. Delivery and Perfection of Security Interest. Pledgor will deliver
or cause to be delivered to Pledgee any and all stock certificates or other
instruments evidencing the Collateral, concurrently with their acquisition by
Pledgor.
4. No Transfer of Ownership Prior to Default. Pledgor does hereby make,
constitute and appoint Pledgee and its designees, as Pledgor's true and lawful
attorney in fact, with full power of substitution, to transfer the Collateral on
the books of AmeriNet Group. com Inc., or any transfer agent, to the name of
Pledgee or such other name as designated by Pledgee. Such power may be exercised
in the sole discretion of Pledgee, but only upon a default. At the request of
Pledgee, Pledgor will execute and deliver instruments of transfer or assignment
respecting the Collateral in form and substance satisfactory to Pledgee and its
legal counsel.
5. Release of Collateral. Upon each payment of principal under the
Note, in whole or in part, the Pledgee shall release and deliver to the Pledgor
a certificate for AmeriNet Xxxxx.xxx Inc. shares equal in number to the
principal payment made by the Pledgor, giving each share a value of $.17.
Delivery of the share certificate shall occur promptly following payment by the
Pledgor.
6. Voting Rights. Except as otherwise provided herein and so long as no
event of default hereunder has occurred, Pledgor shall have the right, where
applicable, to vote said stock constituting Collateral on all corporate
questions, or otherwise exercise such similar rights as may arise from the
Collateral. Upon the occurrence of an event of default hereunder, Pledgor shall
be entitled to exercise any and all voting and other consensual rights
pertaining to the
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Collateral, and shall also be entitled to receive all cash and other
distributions made from time to time in respect of the Collateral.
7. Representations and Warrants Concerning Collateral. Pledgor
represents and warrants that:
(a) Pledgor is the sole owner of the Collateral.
(b) The Collateral is not subject to any security interest, lien, prior
assignment, or other encumbrance of any nature whatsoever.
(c) Pledgor will keep the Collateral free and clear of any and all
security interests, liens, assignments or other encumbrances.
8. Default Time is of the essence of this Agreement. The occurrence of
any of the following events (an "Event of Default") shall constitute a default
under this Agreement:
(a) any representation or warranty made by or on behalf of Pledgor in
this Agreement is materially false or materially misleading when made;
(b) the assignment or attempted assignment of the Maker's obligations
under this note, other than as provided in Section 10; or
(c) the occurrence of any Event of Default under the Note.
No course of dealing or any delay or failure to assert any. default shall
constitute a waiver of that default or of any prior or subsequent default
9. Remedies. Upon the occurrence of an Event of Default and the
acceleration of the unpaid principal of the Note, Pledgor and Pledgee agree that
Pledgee may, at its sole option, treat as unpaid, and cancel or caused to be
cancelled, the AmeriNet Xxxxx.xxx Inc. shares not previously issued or which
Pledgor is not entitled to receive pursuant to Section 5. In addition to the
foregoing, Pledgee shall have all rights and remedies available under applicable
state law, including the Uniform Commercial Code as enacted in Florida, and
under equity, provided; however, that notwithstanding anything in this Agreement
or in the Note to the contrary, the liability of Pledgor for payment of
principal and interest under the Note shall be limited to the Collateral. The
Pledgee agrees not to seek or obtain any deficiency or personal judgment or
decree against the Pledgor, except such judgment or decree as may be necessary
to obtain or cancel the Pledgor's interest in the Collateral.
10. General.
(a) If any provision of this Agreement or the application of any
provision to any person or circumstance shall be invalid or unenforceable,
neither the balance of this Agreement nor the application of the provision to
other persons or circumstances shall be
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(b) To the maximum extent permitted by law, this Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
any amount received by Pledgee in respect of the Note is rescinded or must
otherwise be restored or returned by Pledgee upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor or any other person or
upon the appointment of any receiver, intervenor, conservator, trustee or
similar official for Pledgor or any other person or any substantial part of its
his assets, or otherwise, all as though such payments had not been made.
(c) Pledgor agrees that he will not create or permit to exist any lien
or encumbrance upon or with respect to any of the Collateral, except for the
security interest granted under this Agreement.
(d) Pledgor agrees to promptly execute and deliver, or cause to be
executed and delivered, such certificates, assignments, acknowledgments,
financing statements and other documents and take such further action as may be
reseasonably requested by Pledgee to perfect or maintain the perfection of the
security interests granted,
(e) This Agreement shall be governed by the laws of the state of
Florida with jurisdiction for any dispute in the courts of Palm Beach County,
Florida. In the event of any litigation, the prevailing party shall be entitled
to recover all costs including reasonable attorneys fees.
(f) This Agreement may be assigned in whole or in part to a transferee
of all or my portion of the Collateral provided that any assignee shall assume
the Pledgor's obligations hereunder and shall execute an amended or replacement
pledge agreement in form satisfactory to the Pledgee and its legal counsel. In
addition, any assignment must be in compliance with any applicable federal or
state securities laws.
(g) This Agreement constitutes the entire agreement between Pledgor and
Pledgee as to the subject matter hereof and may not be altered or amended except
by written agreement signed by Pledgor and Pledgee.
This Pledge Agreement is executed this 8th day of June, 2001.
PLEDGOR:
XXXXXXXXXX CAPITAL CORP.
By: /s/ Xxxxxxx Xxxxxx, President
PLEDGEE:
AMERINET XXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Title: Presient and CEO
