PLEDGE AGREEMENT
Exhibit
10.3
This Pledge Agreement (the "Agreement") dated as
of May 18th, 2009 is made by and between Astrata Group, Inc., a Nevada
corporation (the "Guarantor"), and Fame
Trading Ltd. (the "Lender") with respect
to the following:
A. Guarantor owns all of the issued and
outstanding stock in Astrata (Asia Pacific) Pte Ltd ("Borrower") which is
indebted to Lender pursuant to the terms of that certain Loan Letter and
Facility Agreement dated May 15, 2009 (the "Loan"). The obligations under the
Loan arc secured by that certain Debenture, dated as of the date hereof, between
the Borrower and Lender (the "Loan Agreement").
B. It is a condition to the making of
the loans reflected in the Loan that the Guarantor provides a guarantee. as
evidenced by that certain "Continuing Guarantee" dated May 15, 2009. and secure
the guarantee with, among other things, a pledge of all of Guarantor's stock in
the Borrower.
C. Guarantor has agreed to pledge all
of Guarantor's stock in the Borrower as security for the performance of all of
Guarantor's agreements, promises and obligations under the
guarantee.
NOW, THEREFORE, in consideration of the
premises and in order to induce the Lender to extend credit to the Borrower, and
in consideration of other obligations hereinafter incurred, Guarantor hereby
agrees as follows:
ARTICLE I
PLEDGE OF
STOCK
SECTION 1.1 Pledge of Stock.
Guarantor hereby pledges all of Guarantor's stock in the Borrower, together with
any and all rights, dividends. new securities or other property to which
Guarantor is or may hereafter become entitled to receive on account of such
property (the "Stock") to secure the satisfaction and performance of all of
Guarantor's agreements, promises and obligations under the Continuing Guarantee
and this Agreement. If Guarantor receives or if the Borrower issues to Guarantor
or any other party any such property, Guarantor will immediately and physically
deliver it to Lender or, if appropriate, take such other actions as may be
necessary to create a security interest in such property in favor of the Lender,
to be held subject to this Agreement as if the same were the Stock.
SECTION
1.2 Establishment of
Pledge. Guarantor, concurrently with his execution of this Agreement,
shall deliver to Lender all of the certificates or other documents evidencing
the Stock, accompanied by duly executed Stock Assignment Separate From
Certificate transferring in blank to the Lender the stock evidenced by said
certificates (if necessary).
SECTION
1.3 Lender's
Authority. Guarantor hereby authorizes Lender to keep and preserve the
certificates or other documents evidencing the Stock in Lender's possession.
pending full satisfaction and performance by Guarantor of all agreements,
promises and obligations provided hereunder.
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SECTION 1.4 Shares Transferable.
Guarantor may transfer the Stock to a transferee who agrees in writing to take
such Stock subject to this Agreement and to be bound by the terms and conditions
of this Agreement. References herein to Guarantor include any such
transferee.
SECTION
l.5 Guarantor's
Rights. Except as herein provided and provided that Borrower is not in
default under the provisions of the Loan, the Debenture or any agreement related
thereto, and Guarantor is not in default under the provisions of the Continuing
Guarantee, the Debenture, or any agreements related thereto, Guarantor shall be
entitled to receive and collect any and all cash dividends accruing with respect
to the Stock held under this Agreement and shall have and retain all voting
rights in connection therewith; provided, however, no dividends, salary or
bonuses or any other amounts of any type or nature shall be paid, regardless of
past practices, if the amount would materially threaten to impair Borrower's
solvency or ability to meet all of its material obligations in the ordinary
course of business.
SECTION 1.6 Additional Shares.
Unless otherwise agreed to in writing by the Lender, the Borrower shall not
issue, nor shall Guarantor cause the Borrower to issue, any equity securities to
any person without first obtaining the prior written consent thereto of the
Lender, which consent the Lender may grant or withhold in their sole and
absolute discretion. If any such additional shares are issued, all of such
additional shares shall be subject to this Agreement.
SECTION 1.7 Protection of
Lender.
(a) The parties hereto shall execute
such agreements as Lender shall reasonably request for the protection of Lender.
As between Lender and any other party hereto, such agreements shall control. As
between the parties hereto other than Lender, this Agreement shall
control.
(b)
Lender shall not be liable to Guarantor for any act (including, without
limitation, any act of active negligence) or omission by Lender unless Lender's
conduct constitutes willful misconduct or gross negligence.
(c)
Guarantor hereby agree to indemnify and to hold Lender harmless from and against
all losses, liabilities, claims, damages, costs and expenses (including actual
attorneys' fees and disbursements) with respect to (i) any action (including,
without limitation, any act of active negligence) taken or any omission by
Lender with respect to this Agreement, provided that Lender's conduct does not
constitute willful misconduct or gross negligence, and (ii) any claims arising
out of Guarantor's ownership of the Stock or the Lender's security interest
therein.
(e)
Lender shall have no liability or responsibility for the legality, genuineness
or sufficiency of the certificates or any other documents representing the Stock
or of the assignments thereof, or of any other documents deposited with
Lender.
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(a)
Guarantor agrees to pay to Lender the amount of any and all expenses, including
the fees and expenses of counsel and of any experts and agents, which Lender may
incur (if any) in connection with (a) the administration of this Agreement. (b)
the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Stock, (c) the exercise or enforcement of any of
the rights of the Lender hereunder, and (d) the failure by the Lender to perform
or observe any of the provisions hereof.
SECTION
1.8 Default.
(a) Whenever Guarantor is in default
hereunder or any of the agreements and instruments related thereto or hereto,
Lender shall immediately be authorized, without prior notice to Guarantor, to
cause the Stock to be sold.
(b) The
proceeds of any such sale shall be first applied to the payment of all costs and
expenses of every kind for sale and delivery, including, without limitation,
Lender's expenses (as defined in the last sentence of Section 1.7 hereof) and,
after deducting such costs and expenses, Lender shall apply the net proceeds
therefrom toward the satisfaction of all amounts owed to the Lender under the
Loan in accordance with the provisions of the Loan and applicable California
law. Lender shall remit any remaining amounts to Guarantor.
(c) Once
Lender transfers or sells the Stock, and applies the proceeds from any such
transfer or sale pursuant to the provisions hereof, the Lender shall be fully
discharged thereafter from all liability and responsibility with respect to the
Stock so transferred or sold.
SECTION
1.9 Release from
Pledge. When Lender determines, in its sole discretion. that the entire
principal balance of the Loan, together with all accrued interest and all other
amounts due thereunder have been unconditionally paid and performed in full,
Lender shall deliver to Guarantor the Stock remaining in Lender's possession,
and all obligations among the Lender, on the one hand, and the Guarantor, on the
other hand, shall thereupon cease. If at any time any payment of the principal
of, or interest on the Loan or any other amount payable by the Borrower under
the Loan, the Debenture or other loan documents is rescinded or must be
otherwise restored or returned, the Guarantor shall immediately deliver to the
Lender the Stock.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 Notices. Unless
otherwise specified herein, all notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing).
SECTION 2.2 No Waiver. No failure
or delay by the Lender in exercising any right, power or privilege under the
Loan, the Debenture or other loan documents shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
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SECTION 2.3 Amendments and
Waivers. Any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and is signed by the Guarantor
and is consented to in writing by the Lender.
SECTION
2.4 Successors and
Assign. This Agreement is for the benefit of the Lender. All of the
provisions of this Agreement shall he binding upon the parties hereto and their
respective successors and assigns except that the Guarantor may not assign or
transfer any of his rights or obligations under this Agreement.
SECTION 2.5 Integration. This
Agreement integrates all the terms and conditions mentioned herein or incidental
hereto, and supersede all oral negotiations and prior writings with respect to
the subject matter hereof.
SECTION 2.6 Attorneys' Fees. If
any party hereto, including the Lender, shall bring an action against the other
by reason of any alleged breach of any covenant, provision or condition or
otherwise arising out of this Agreement, the unsuccessful party shall pay to the
prevailing party all attorneys' fees and costs actually incurred by the
prevailing party, in addition to any other relief to which it may be entitled.
As used in this Section, "actual attorneys' fees" or "attorneys' fees actually
incurred" means the full and actual cost of any legal services actually
performed in connection with the matter for which such fees are sought
calculated on the basis of the usual fees charged by the attorneys performing
such services, and shall not be limited to 'reasonable attorneys' fees" as that
term may be defined in statutory or decisional authority. Lender shall be
entitled to reimbursement of Lender's attorneys' fees and costs from the non-
prevailing party in any event.
SECTION 2.7 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
SECTION 2.8 Representation by
Counsel. Lender and Guarantor hereby acknowledge that they
have been represented by counsel in connection with the negotiation, preparation
and execution of this Agreement. Each party represents and warrants to the other
that it has read this Agreement, has had an opportunity to carefully consider
its provisions, has negotiated over its terms and conditions, and completely
understands its content and legal effect.
SECTION 2.9 Governing Law; Submission to
Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE
GUARANTOR HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN LOS
ANGELES, CALIFORNIA FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE
GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH HE MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY IRREVOCABLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on the day and year first written
above.
Guarantor:
ASTRATA
GROUP, INC
A
Nevada corporation
By: /s/ signature
Its”
Chairman & CEO
Borrower:
ASTRATA
(ASIA PACIFIC) PTE LTD
By: /s/ signature
Its:
Director
Lender:
FAME
TRADING LTD.
By: /s/ signature
Its:
Director
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