STOCK PLEDGE AGREEMENT
Exhibit
10.3
THIS
STOCK PLEDGE AGREEMENT, dated as of September 11, 2006, is executed and
delivered by MDU Communications International, Inc. (“Pledgor”), in favor of
FCC, LLC d/b/a First Capital and Full
Circle Funding, L.P. (collectively
the “Secured Party”).
W
I T
N E S S E T H
:
WHEREAS,
Pledgor is the record and beneficial owner of the shares of capital stock
described in Exhibit
A
hereto
(the “Pledged Securities”) issued by each corporation named therein
(individually and collectively referred to as the “Issuer”);
and
WHEREAS,
MDU Communications (USA) Inc. (“Borrower”) and the Secured Party have entered
into a Loan and Security Agreement dated as of September 11, 2006 (as amended,
modified, supplemented and restated from time to time, the “Loan Agreement”),
pursuant to which the Secured Party has agreed to make certain loans and other
financial accommodations to the Borrower; and
WHEREAS,
Pledgor has guaranteed the Obligations of Borrower to Secured Party in
accordance with the terms of the Loan Documents and as a condition precedent
to
the Secured Party’s obligation to make loans under the Loan Agreement, and as
security for all of the Obligations, the Secured Party is requiring that Pledgor
execute and deliver this Stock Pledge Agreement and grant the security interest
contemplated hereby.
NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter
contained, and to induce the Secured Party to enter into the Loan Agreement
and
make the loans under the Loan Agreement, it is agreed as follows:
1. Definitions.
Unless
otherwise defined herein, terms defined in the Loan Agreement are used herein
as
there-in defined, and the following shall have (unless other-wise provided
elsewhere in this Stock Pledge Agreement) the following respective meanings
(such meanings being equally applicable to both the singular and plural form
of
the terms defined):
“Agreement”
shall mean this Stock Pledge Agreement, including all amendments, modifications
and supplements and any exhibits or schedules to any of the foregoing, and
shall
refer to the Agreement as the same may be in effect at the time such reference
becomes operative.
“Bankruptcy
Code” shall mean Xxxxx 00, Xxxxxx Xxxxxx Code, as amended from time to time, and
any successor statute thereto.
“Event
of
Default” shall mean any of the following events:
(a) there
shall occur any “Default” under the Loan Agreement, as such term is defined
therein;
(b) any
of
the Pledged Collateral shall be attached or levied upon or seized in any legal
proceedings, or held by virtue of any Lien or distress, which attachment or
process shall continue undischarged or unstayed for thirty (30)
days;
(c) Pledgor
shall default in the observance or performance of any covenant or agreement
set
forth in this Agreement, and such default shall continue for ten (10) days
after
written notice thereof is given to Pledgor by the Secured Party (provided such
cure period shall not apply to defaults under Sections 6.1, 6.2, 6.4, 6.5 or
6.7); or
(d) Pledgor
or any affiliate of Pledgor makes any representations or warranties in this
Agreement or in any certificate or statement furnished at any time hereunder
or
thereunder or in connection herewith or therewith which proves to have been
untrue or misleading in any material respect when made or furnished and which
continues to be untrue or misleading in any material respect.
“Lien”
means
any
mortgage, deed to secure debt, deed of trust, lien, pledge, charge, capital
lease, conditional sale or other title retention agreement, or other security
interest, security title or encumbrance of any kind in respect of any
property.
“Person” means
an
individual, corporation, partnership, limited liability company, association,
trust, unincorporated organization, government or any agency or political
subdivision thereof, or any other entity.
“Pledged
Collateral”
shall
have the meaning assigned to such term in Section 2 hereof.
2.1 One
hundred percent (100%) of the issued and outstanding capital stock of the Issuer
as represented by the Pledged Securities and the certificates representing
the
Pledged Securities, and all dividends, distributions, cash, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Securities; and
2.2 all
proceeds of any of the foregoing.
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5.1 Pledgor
is, and at the time of delivery of the Pledged Securities to the Secured Party
pursuant to Section 4 hereof will be, the sole holder of record and the sole
beneficial owner of the Pledged Collateral free and clear of any Lien thereon
or
affecting the title thereto except for the Lien created by this Agreement and
the Lien created in favor of the Secured Party under the Loan
Agreement.
5.2 The
Pledged Securities included in the Pledged Collateral constitute the percentage
of the issued and outstanding shares of capital stock of the Issuer as is set
forth on Exhibit A
attached
hereto. All of the Pledged Securities have been duly authorized, validly issued
and are fully paid and non-assessable; and there are no existing options,
warrants or commitments of any kind or nature or any outstanding securities
or
other instruments convertible into shares of any class of capital stock of
the
Issuer, and no capital stock of the Issuer is held in the treasury of the
Issuer.
5.3 Pledgor
has the right and requisite authority to pledge, assign, transfer, deliver,
deposit and set over the Pledged Collateral to the Secured Party as provided
herein.
5.4 None
of
the Pledged Securities has been issued or transferred in violation of the
securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject. Pledgor’s
execution and delivery of this Agreement and the pledge of the Pledged
Collateral hereunder do not, directly or indirectly, violate or result in a
violation of any such laws.
5.5 None
of
the Pledged Securities included in the Pledged Collateral is, as of the date
of
this Agreement, Margin Stock (as such term is defined in 12 C.F.R. Section
207),
and Pledgor shall, promptly after learning thereof, notify the Secured Party
of
any Pledged Collateral which is or becomes Margin Stock and execute and deliver
in favor of the Secured Party any and all instruments, documents and agreements
(including, but not limited to Form U-1) necessary to cause the pledge of such
Margin Stock to comply with all applicable laws, rules and
regulations.
5.6 No
consent, approval, authorization or other order of any Person and no consent,
authorization, approval, or other action by, and no notice to or filing with,
any governmental departments, commissions, boards, bureaus, agencies or other
instrumentalities, domestic or foreign, is required to be made or obtained
by
Pledgor either (a) for the pledge of the Pledged Collateral pursuant to this
Agreement or for the execution, delivery or performance of this Agreement by
Pledgor or (b) for the exercise by the Secured Party of the voting or other
rights provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement, except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally.
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5.7 The
pledge, assignment and delivery of the Pledged Collateral pursuant to this
Agreement will create a valid Lien on and a perfected security interest in
the
Pledged Collateral pledged by Pledgor, and the proceeds thereof, securing the
payment of the Obligations.
5.8 This
Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, or other similar laws affecting the rights of creditors
generally or by the application of general equity principles.
The
representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.
6. Covenants.
Pledgor
covenants and agrees that until the later to occur of (a) the end of the Term,
or (b) the payment in full of the Obligations and the termination of the Secured
Party’s commitment to advance funds under the Loan Agreement:
6.1 Except
as
provided herein and as permitted under the Loan Agreement, without the prior
written consent of the Secured Party, Pledgor will not sell, assign, transfer,
pledge, or otherwise encumber any of its rights in or to the Pledged Collateral
or any unpaid dividends or other unpaid distributions or payments with respect
thereto or xxxxx x Xxxx therein.
6.2 Pledgor
will not, subsequent to the date of this Agreement, other than as permitted
in
the Loan Agreement, cause or permit the Issuer to issue any shares of capital
stock or securities convertible into shares of capital stock, unless and except
upon first having obtained the prior written consent of the Secured Party
thereto.
6.3 Pledgor
will, at its expense, promptly execute, acknowledge and deliver all such
instruments and take all such action as the Secured Party from time to time
may
reasonably request in order to ensure to the Secured Party the benefits of
the
Liens in and to the Pledged Collateral intended to be created by this Agreement,
including the filing of any necessary or desirable Uniform Commercial Code
financing statements, which may be filed by the Secured Party with or without
the signature of Pledgor, and will cooperate with the Secured Party, at
Pledgor’s expense, in obtaining all necessary approvals and making all necessary
filings under federal or state law in connection with such Liens or any sale
or
transfer of the Pledged Collateral.
6.4 Pledgor
has and will defend the title to the Pledged Collateral and the Liens of the
Secured Party thereon against the claim of any Person and will maintain and
preserve such Liens.
6.5 Pledgor
will, upon obtaining any additional shares of capital stock of the Issuer which
are not already Pledged Collateral, promptly (and in any event within three
(3)
Business Days) deliver to the Secured Party a Pledge Amendment, duly executed
by
Pledgor, in substantially the form of Exhibit
B
hereto
(a “Pledge Amendment”), to confirm the pledge of such additional Pledged
Securities pursuant to this Agreement; provided,
however,
that
the failure of Pledgor to execute and deliver any such Pledge Amendment shall
not prevent such additional Pledged Securities from being subject to the Lien
created by this Agreement. Pledgor hereby authorizes the Secured Party to attach
each Pledge Amendment to this Agreement and agrees that all shares of stock
listed on any Pledge Amendment delivered to the Secured Party shall for all
purposes hereunder be considered Pledged Securities hereunder and shall be
included in the Pledged Collateral.
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6.6 Pledgor
will pay all taxes, assessments and charges levied, assessed or imposed upon
the
Pledged Collateral owned by it before the same become delinquent or become
Liens
upon any of the Pledged Collateral except where such taxes, assessments and
charges may be contested in good faith by appropriate proceedings and
appropriate reserves have been established on Pledgor’s books in accordance with
GAAP.
6.7 Pledgor
will not create, grant or suffer to exist any Lien on any of the Pledged
Collateral except those in favor of the Secured Party.
7.1 Right
of Pledgor to Receive Distributions.
For so
long as no Event of Default exists, Pledgor shall have the right to receive
cash
distributions declared and paid with respect to the Pledged Collateral, to
the
extent such distributions are permitted by the Loan Agreement. Any and all
stock
or liquidating distributions, other distributions in property, return of capital
or other distributions made on or in respect of Pledged Collateral, whether
resulting from a subdivision, combination or reclassification of the outstanding
capital stock of the Issuer or received in exchange for Pledged Collateral
or
any part thereof or as a result of any merger, consolidation, acquisition or
other exchange of assets to which the Issuer may be a party or otherwise, shall
be and become part of the Pledged Collateral pledged hereunder and, if received
by Pledgor, shall be received in trust for benefit of the Secured Party, be
segregated from the other property and funds of Pledgor, and shall forthwith
be
delivered to the Secured Party to be held subject to the terms of this
Agreement.
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8.1 Secured
Creditor.
All of
the rights and remedies of a secured party under the Uniform Commercial Code
of
the State where such rights and remedies are asserted, or under other applicable
law, all of which rights and remedies shall be cumulative, and none of which
shall be exclusive, to the extent permitted by law, in addition to any other
rights and remedies contained in this Agreement.
8.2 Right
of Sale.
The
Secured Party may, without demand and without advertisement, notice or legal
process of any kind (except as may be required by law), all of which Pledgor
waives, at any time or times (a) apply any cash distributions received by
the Secured Party pursuant to Section 7.3 hereof to the Obligations and (b)
if
following such application there remains outstanding any Obligations, sell
the
remaining Pledged Collateral, or any part thereof at public or private sale
or
at any broker’s board or on any securities exchange, for cash, upon credit or
for future delivery as the Secured Party shall deem appropriate. The Secured
Party shall be authorized at any such sale (if, on the advice of counsel, it
deems it advisable to do so) to restrict the prospective bidders or purchasers
to Persons who will represent and agree that they are purchasing the Pledged
Collateral for their own account for investment and not with a view to the
distribution or resale thereof, and upon consummation of any such sale the
Secured Party shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Pledged Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely free from
any
claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal which Pledgor
now has or may have at any time in the future under any rule of law or statute
now existing or hereafter enacted. The proceeds realized from the sale of any
Pledged Collateral shall be applied as set forth in the Loan
Agreement.
8.3 Notice.
In
addition thereto, Pledgor further agrees that in the event that notice is
necessary under applicable law, written notice mailed to Pledgor in the manner
specified in Section 16 hereof ten (10) days prior to the date of the
disposition of the Pledged Collateral subject to the security interest created
herein at any such public sale or sale at any broker’s board or on any such
securities exchange, or prior to the date after which private sale or any other
disposition of said Pledged Collateral will be made, shall constitute
commercially reasonable and fair notice.
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8.4 Securities
Act, etc.
If, at
any time when the Secured Party shall determine to exercise its right to sell
the whole or any part of the Pledged Collateral hereunder, such Pledged
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Securities Act of 1933, as now or hereafter
in effect, or any similar statute now or hereafter in effect in any jurisdiction
(collectively, the “Securities Laws”), the Secured Party may, in its discretion
(subject only to applicable requirements of law), sell such Pledged Collateral
or part thereof by private sale in such manner and under such circumstances
as
the Secured Party may deem necessary or advisable, but subject to the other
requirements of this Section 8, and shall not be required to effect such
registration or to cause the same to be effected. Without limiting the
generality of the forego-ing, in any such event, the Secured Party in its
discretion (a) may, in accordance with applicable securities laws, proceed
to make such private sale notwithstanding that a registration statement for
the
purpose of registering such Pledged Collateral or part thereof could be or
shall
have been filed under any applicable Securities Law, (b) may approach and
negotiate with a single possible purchaser to effect such sale, and (c) may
restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment and not with a
view
to the distribution or sale of such Pledged Collateral or part thereof. In
addition to a private sale as provided above in this Section 8, if any of
the Pledged Collateral shall not be freely distributable to the public without
registration under applicable Securities Laws at the time of any proposed sale
pursuant to this Section 8, then the Secured Party shall not be required to
effect such registration or cause the same to be effected but, in its discretion
(subject only to applicable requirements of law), may require that any sale
hereunder (including a sale at auction) be conducted subject to restrictions
(i) as to the financial sophistication and ability of any Person permitted
to bid or purchase at any such sale, (ii) as to the content of legends to
be placed upon any certificates representing the Pledged Collateral sold in
such
sale, including restrictions on future transfer thereof, (iii) as to the
representations required to be made by each Person bidding or purchasing at
such
sale relating to that Person’s access to financial information about Pledgor and
such Person’s intentions as to the holding of the Pledged Collateral so sold for
investment, for its own account, and not with a view to the distribution
thereof, and (iv) as to such other matters as the Secured Party may, in its
discretion, deem necessary or appropriate in order that such sale
(notwithstanding any failure so to register) may be effected in compliance
with
the Bankruptcy Code and other laws affecting the enforcement of creditors’
rights and all applicable Securities Laws.
8.5 Registration.
Pledgor
acknowledges that notwithstanding the legal availability of a private sale
or a
sale subject to the restrictions described above in paragraph 8.4, the Secured
Party may, in its discretion and at its sole expense, elect to register any
or
all of the Pledged Collateral under applicable Securities Laws. Pledgor,
however, recognizes that the Secured Party may be unable to effect a public
sale
of any or all the Pledged Collateral and may be compelled to resort to one
or
more private sales thereof. Pledgor also acknowledges that any such private
sale
may result in prices and other terms less favorable to the seller than if such
sale were a public sale and, notwithstanding such circumstances, agrees that
any
such private sale shall be deemed to have been made in a commercially reasonable
manner. The Secured Party shall be under no obligation to delay a sale of any
of
the Pledged Collateral for the period of time necessary to permit the registrant
to register such securities for public sale under applicable Securities Laws,
even if Pledgor would agree to do so.
8.6 Waiver
of Certain Rights.
Pledgor
agrees that following the occurrence and during the continuance of an Event
of
Default it will not at any time plead, claim or take the benefit of any
appraisal, valuation, stay, extension, moratorium or redemption law now or
hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder,
and
Pledgor waives the benefit of all such laws to the extent it lawfully may do
so.
Pledgor agrees that it will not interfere with any right, power or remedy of
the
Secured Party provided for in this Agreement or now or hereafter existing at
law
or in equity or by statute or otherwise, or the exercise or beginning of the
exercise by the Secured Party of any one or more of such rights, powers or
remedies. No failure or delay on the part of the Secured party to exercise
any
such right, power or remedy and no notice or demand which may be given to or
made upon Pledgor by the Secured Party with respect to any such remedies shall
operate as a waiver thereof, or limit or impair the Secured Party’s right to
take any action or to exercise any power or remedy hereunder, without notice
or
demand, or prejudice its rights as against Pledgor in any respect.
-7-
8.7 Specific
Performance.
Pledgor
further agrees that a breach of any of the covenants contained in this Section
8
will cause irreparable injury to the Secured Party, that the Secured Party
has
no adequate remedy at law in respect of such breach and, as a consequence,
agrees that each and every covenant contained in this Section 8 shall be
specifically enforceable against Pledgor, and Pledgor hereby waives and agrees
not to assert any defenses against an action for specific performance of such
covenants except for a defense that the Obligations are not then due and payable
in accordance with the agreements and instruments governing and evidencing
such
obligations.
9. Power
of Attorney; Proxy.
9.1 During
the existence of an Event of Default, Pledgor irrevocably designates, makes,
constitutes and appoints the Secured Party (and all Persons designated by the
Secured Party) as its true and lawful attorney (and agent-in-fact) and the
Secured Party, or the Secured Party’s agent, may, without notice to Pledgor, and
at such time or times thereafter as the Secured Party or said agent, in its
discretion, may determine, in the name of Pledgor or the Secured Party: (a)
transfer the Pledged Collateral on the books of the issuer thereof, with full
power of substitution in the premises; (b) endorse the name of Pledgor upon
any
checks, notes, acceptance, money orders, certificates, drafts or other forms
of
payment of security that come into the Secured Party’s possession to the extent
they constitute Pledged Collateral; and (c) do all acts and things necessary,
in
the Secured Party’s discretion, to fulfill the obligations of Pledgor under this
Agreement.
9.2 During
the existence of an Event of Default, the Secured Party, or its nominee, without
notice or demand of any kind to Pledgor, shall have the sole and exclusive
right
to exercise all voting powers pertaining to any and all of the Pledged
Collateral (and to give written consents in lieu of voting thereon) and may
exercise such power in such manner as the Secured Party, in its sole discretion,
shall determine. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.
The
exercise by the Secured Party of any of its rights and remedies under this
Section shall not be deemed a disposition of Pledged Collateral under
Article 9 of the Uniform Commercial Code nor an acceptance by the Secured
Party of any of the Pledged Collateral in satisfaction of any of the
Obligations.
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10. Waiver.
No
delay on the Secured Party’s part in exercising any power of sale, Lien, option
or other right hereunder, and no notice or demand which may be given to or
made
upon Pledgor by the Secured Party with respect to any power of sale, Lien,
option or other right hereunder, shall constitute a waiver thereof, or limit
or
impair the Secured Party’s right to take any action or to exercise any power of
sale, Lien, option, or any other right hereunder, without notice or demand,
or
prejudice the Secured Party’s rights as against Pledgor in any
respect.
11. Assignment.
The
Secured Party may assign, endorse or transfer any instrument evidencing all
or
any part of the Obligations as provided in, and in accordance with, the Loan
Agreement, and the holder of such instrument shall be entitled to the benefits
of this Agreement.
12. Termination.
This
Agreement shall terminate and be of no further force or effect at such time
as
the Obligations shall be paid and performed in full and the Secured Party’s
commitment to lend under the Loan Agreement shall have been terminated. Upon
such termination of this Agreement, the Secured Party shall deliver to Pledgor
the Pledged Collateral at the time subject to this Agreement and then in the
Secured Party’s possession or control and all instruments of assignment executed
in connection therewith, free and clear of the Liens hereof and, except as
otherwise provided herein, all of Pledgor’s obligations hereunder shall at such
time terminate.
13. Reinstatement.
This
Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against Borrower for liquidation or
reorganization, should Borrower become insolvent or make an assignment for
the
benefit of creditors or should a receiver or trustee be appointed for all or
any
significant part of Borrower’s assets, and shall continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the
Obligations, or any part thereof, is, pursuant to applicable law, rescinded
or
reduced in amount, or must otherwise be restored or returned by any obligee
of
the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or
otherwise, all as though such payment or performance had not been made. In
the
event that any payment, or any part thereof, is rescinded, reduced, restored
or
returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.
14. Miscellaneous.
This
Agreement shall be binding upon Pledgor and its successors and assigns, and
shall inure to the benefit of, and be enforceable by, the Secured Party and
its
successors and assigns, and shall be governed by, and construed and enforced
in
accordance with, the internal laws in effect in the State of New York, and
none
of the terms or provisions of this Agreement may be waived, altered, modified
or
amended except in writing duly signed for and on behalf of the Secured Party
and
Pledgor.
15. Severability.
If for
any reason any provision or provisions hereof are determined to be invalid
and
contrary to any existing or future law, such invalidity shall not impair the
operation of or effect those portions of this Agreement which are
valid.
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17. Section
Titles.
The
Section titles contained in this Agreement are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.
18. Counterparts.
This
Agreement may be executed in any number of counterparts, which shall,
collectively and separately, constitute one agreement.
[SIGNATURE
PAGE FOLLOWS]
-10-
IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first
written above.
| PLEDGOR: | |
| MDU COMMUNICATIONS INTERNATIONAL, INC. | |
|
By:
______________________________
Xxxxxxx Xxxxxx, President and Chief Executive Officer |
| SECURED PARTY: | |
| FCC, LLC, d/b/a FIRST CAPITAL | |
|
By:
_________________________________
Name: _______________________________ Title: ________________________________ |
| SECURED PARTY: | |
|
FULL
CIRCLE FUNDING, LP
By its General Partner FULL CIRCLE FUNDING, LLC By its Managing Members |
|
|
By:
______________________________
Name: Xxxxxx X. Xxxx Title: Managing Member |
|
By:
______________________________
Name: Xxxx X. Xxxxxx Title: Managing Member |
EXHIBIT
A
to
the
Stock Pledge Agreement
Attached
to and forming a part of that certain Stock Pledge Agreement dated as of
September __, 2006 executed and delivered by Pledgor to Secured
Party.
|
Issuer
|
Class
of
Stock |
Certificate
Number(s) |
Number
of
Shares |
Number
of Shares
Issued & Outstanding |
| MDU Communications (USA) Inc. |
Common
|
1
|
10,000
|
10,000
|
EXHIBIT
B
to
the
Stock Pledge Agreement
PLEDGE
AMENDMENT
This
Pledge Amendment, dated September __, 2006 is delivered pursuant to
Section 6.5 of the Stock Pledge Agreement referred to below. The
undersigned hereby (a) pledges,
conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to
the
Secured Party a security interest in the shares of capital stock set forth
below
(the “Additional Securities”) and all dividends, distributions, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or
all
of the Additional Securities, all on the terms and conditions set forth in
that
certain Stock Pledge Agreement, dated as of _____________________ (the “Stock
Pledge Agreement”), executed and delivered by the undersigned, as Pledgor, to
__________________, a division of ________________, which terms and conditions
are hereby incorporated herein by reference; (b)
agrees
that this Pledge Amendment may be attached to the Pledge Agreement; and
(c)
agrees
that the Additional Securities listed on this Pledge Amendment shall be deemed
to be a part of the Pledged Securities under the Stock Pledge Agreement, shall
become a part of the Pledged Collateral referred to in the Stock Pledge
Agreement and shall secure all Obligations referred to in the Stock Pledge
Agreement. Capitalized terms used herein but not defined shall have the meanings
ascribed to such terms in the Stock Pledge Agreement.
| __________________________________ | |
|
By:
_______________________________
Name: _____________________________ Title: ______________________________ |
|
Issuer
|
Class
of
Stock |
Certificate
Number(s) |
Number
of
Shares |
Number
of Shares
Issued & Outstanding |
|
|
|
|
|
