STOCK PLEDGE AGREEMENT
Exhibit
10.3
STOCK
PLEDGE AGREEMENT (this "Agreement"), dated April 18, 2008 made by The S.Z.
Management Corporation (“S.Z”), Lavi Xxxxxx (“Xxxxxx”), EGFE LTD West Indies
(“EGFE”), Xxxx Xxxxx (“Uziel”), Xxx Xxxxxx (“Xxxxxx”) and Xxxxx Xxxxxxx
(“Xxxxxxx”) in favor of Golden Gate Investors, Inc., a California corporation
(the "Pledgee"). Each of S.Z., Xxxxxx, EGFE, Uziel, Xxxxxx and Xxxxxxx may
be referred to herein individually as a “Pledgor,” and collectively as the
“Pledgors”).
W
I T N E S S E T H:
WHEREAS,
pursuant to the provisions of that certain Securities Purchase Agreement of
even
date herewith between TraceGuard Technologies, Inc. (the "Company") and the
Pledgee (the "Purchase Agreement"), the Pledgee has agreed to lend to the
Company and the Company has agreed to borrow from the Pledgee an aggregate
of
$1,500,000, $225,000 of which shall be advanced in cash as of the date of the
closing of the Purchase Agreement (the “Initial Cash Advance”), and up to an
additional $425,000 of which may be advanced in cash as set forth in Section
I.B. of the Purchase Agreement (the “Additional Cash Advance,” if any, together
with the Initial Cash Advance, the “Cash Advance”) under certain terms and
conditions set forth in the Purchase Agreement and as further set forth in
the
Debenture (as defined in the Purchase Agreement);
WHEREAS,
pursuant to the provisions of the Purchase Agreement, and as a condition to
the
obligation of the Pledgee to lend thereunder, each Pledgor has agreed to make
the pledge contemplated by this Agreement in order to induce the Pledgee to
perform its obligations under the Purchase Agreement;
WHEREAS,
each Pledgor is a shareholder of the Company, and as such, will derive direct
and indirect benefits from the Purchase Agreement; and
WHEREAS,
all capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Purchase Agreement.
NOW,
THEREFORE, in consideration of the premises, covenants and promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as
follows:
SECTION
1.
1.1 Pledge
and Security Interest.
Each
Pledgor hereby pledges to the Pledgee, and grants to the Pledgee a continuing
security interest in, the following (collectively, the "Pledged
Collateral"):
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(a)
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An
aggregate of Three Million (3,000,000) shares of common stock (the
"Pledged Shares" or “Pledged Collateral”) of the Company, in the
aggregate, owned by the Pledgors, which shall, for the term of this
agreement, be placed in the name of the Pledgee, represented by the
certificates identified in Schedule 1(a) annexed hereto representing
the
Pledged Shares, and all dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed in
respect
of or in exchange for any or all of the Pledged Shares, provided
however
that Pledgee shall have no beneficial ownership interest (with beneficial
ownership calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder) in the Pledged Shares unless and until an
Event of
Default (as defined below) has occurred and the Pledgee has elected
to
exercise the rights set forth in Section 13 of this Agreement;
and
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(b)
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all
proceeds of any and all of the foregoing Pledged Collateral, in whatever
form (including, without limitation, proceeds that constitute property
of
the types described above).
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SECTION
2. Security
for Obligations.
This
Agreement secures the payment and performance of the following obligations
(collectively, the "Obligations"): all present and future indebtedness,
obligations, covenants, duties and liabilities of any kind or nature of the
Company to the Pledgee now existing or hereafter arising under or in connection
with this Agreement, the Purchase Agreement, the Debenture, and any and all
related agreements, documents and instruments, each as now existing and as
hereafter amended, modified and supplemented (collectively, the "Transaction
Documents"), provided however, that the Obligations shall be limited at any
given time to an amount not to exceed the lesser of (i) the Cash Advance, or
(ii) that portion of the Cash Advance that has not been converted into the
Company’s Common Stock under the terms of the Debenture and remains represented
by the outstanding principal balance of the Debenture.
SECTION
3. Delivery
of Pledged Collateral.
Concurrently herewith, all certificates representing or evidencing the Pledged
Shares, in suitable form for transfer by delivery, and in the name of the
Pledgee are being deposited with and delivered to the Pledgee represented by
a
stock certificate or certificates evidencing 3,000,000 shares of the Company’s
Common Stock (the aggregate of all such certificates referred to herein as
a
“Pledged Shares Certificate”).
SECTION
4. Representations
and Warranties.
Each
Pledgor represents and warrants as follows:
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(a)
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The
Pledged Shares set forth opposite the Pledgor’s name in Schedule 1(a)
attached hereto have been beneficially owned by such Pledgor for
at least
twelve months from the date hereof.
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(b)
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The
Pledgor is the legal, record and beneficial owner of the Pledged
Collateral represented opposite such Pledgor’s name in Schedule 1(a)
attached hereto, free and clear of any lien, security interest,
restriction, option or other charge or encumbrance (each a “Lien”, and
collectively, "Liens") except for the security interest created by
this
Agreement.
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(c)
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The
Pledgor has made necessary inquiries of the Company and believes
that the
Company fully intends to fulfill and has the capability of fulfilling
Obligations to be performed by the Company in accordance with the
terms of
the Transaction Documents.
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(d)
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The
Pledgor is not acting, and has not agreed to act, in any plan to
sell or
dispose of the Pledged Shares in a manner intended to circumvent
the
registration requirements of the Securities Act of 1933, as amended,
or
any applicable state law.
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(e)
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The
Pledgor has been advised by counsel of the elements of a bona fide
pledge
for purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933,
as
amended, including the relevant SEC interpretations and affirms the
pledge
of shares by such Pledgor pursuant to this Pledge Agreement will
constitute a bona fide pledge of such shares for purposes of such
Rule.
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(f)
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This
Agreement constitutes a legal, valid and binding obligation of such
Pledgor enforceable in accordance with its terms (except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, and similar laws, now or
hereafter
in effect).
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(g)
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The
pledge of the Pledged Collateral pursuant to this Agreement creates
a
valid and perfected first priority security interest in the Pledged
Collateral, securing payment and performance of the Obligations.
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(h)
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No
consent of any other person or entity and no authorization, approval,
or
other action by, and no notice to or filing with, any governmental
authority or regulatory body is required (i) for the pledge by the
Pledgor
of the Pledged Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by the Pledgor, (ii) for
the
perfection or maintenance of the security interest created hereby
(including the first priority nature of such security interest),
or (iii)
for the exercise by the Pledgee 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
any disposition of any portion of the Pledged Collateral by laws
affecting
the offering and sale of securities generally).
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(i)
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There
are no conditions precedent to the effectiveness of this Agreement
that
have not been satisfied or waived.
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(j)
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The
mailing address of the Pledgor is set forth in Section 17 of this
Agreement and the Pledgor will not change its address except upon
not less
than thirty (30) days' prior written notice to the Pledgee.
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SECTION
5. Further
Assurances.
Each
Pledgor agrees that at any time and from time to time, at the expense of such
Pledgor, such Pledgor shall promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or desirable,
or that the Pledgee may reasonably request, in order to perfect and protect
any
security interest granted or purported to be granted hereby or to enable Pledgee
to exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral. The Company and/or each Pledgor shall take all further
action that may be necessary or desirable, or that the Pledgee may reasonably
request to assist in the delivery to the Pledgee of any legal opinion(s)
necessary for the Pledgee to sell or otherwise dispose of the Pledged Collateral
upon an Event of Default (the “Legal Opinion Assistance”). In the event that any
Pledgor and/or the Company fail to provide the Legal Opinion Assistance, the
Pledgee shall have the right to seek legal remedy, including without limitation
remedies of specific performance and/or monetary damages, from such Pledgor
and/or the Company for the full amount of damages to the Pledgee resulting
directly or indirectly from such failure to provide the Legal Opinion
Assistance, including without limitation any damages to the Pledgee resulting
from the inability of the Pledgee to sell, dispose of, or transfer the Pledged
Collateral due to the failure of the Company and/or such Pledgor to provide
the
Legal Opinion Assistance.
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SECTION
6. Voting
Rights; Dividends; Etc.
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(a)
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So
long as: (i) no Event of Default shall have occurred and been declared
and
(ii) the balance of the Debenture shall not have been
accelerated:
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(i)
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Each
Pledgor shall be entitled to exercise or refrain from exercising
any and
all voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purpose not inconsistent with
the
terms of this Agreement;
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(ii)
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Each
Pledgor shall be entitled to receive and retain any and all cash
dividends
and interest paid in respect of the Pledged Collateral; provided,
however,
that any and all:
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(A)
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dividends
and interest paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Pledged Collateral,
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(B)
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dividends
and other distributions paid or payable in cash in respect of any
Pledged
Collateral in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital
surplus
or paid-in-surplus, and
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(C)
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cash
paid, payable or otherwise distributed in respect of principal of,
or in
redemption of, or in exchange for, any Pledged Collateral,
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shall
be,
and shall be forthwith delivered to the Pledgee to hold as Pledged Collateral,
and shall, if received by any Pledgor, be segregated from the other property
or
funds of such Pledgor, and be forthwith delivered to the Pledgee as Pledged
Collateral in the same form as so received (with any necessary endorsement
or
assignment).
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(b)
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After
the occurrence of any Event of Default if within twenty four hours
of
delivery of written notice of such Event of Default (as hereinafter
defined) from the Pledgee the Company has not paid all outstanding
principal and accrued an unpaid interest and fees (including penalties)
owed on the Debenture and any liquidated damages associated with
such
Event of Default, until the Debenture shall have been satisfied by
conversion or payment in full:
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(i)
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All
rights of any and all Pledgors to exercise or refrain from exercising
the
voting and other consensual rights which it would otherwise be entitled
to
exercise pursuant to Section 6(a)(i) and to receive the dividends
and
interest payments which it would otherwise be authorized to receive
and
retain pursuant to Section 6(a)(ii) shall cease, and all such rights
shall
thereupon become vested in the Pledgee holding the applicable Pledged
Collateral who shall thereupon have the sole right to exercise or
refrain
from exercising such voting and other consensual rights and to receive
and
hold as Pledged Collateral such dividends and interest payments.
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(ii)
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All
dividends and interest payments which are received by any Pledgor
contrary
to the provisions of paragraph (i) of this Section 6(b) shall be
segregated from other funds of such Pledgor and shall be forthwith
paid
over to the Pledgee as Pledged Collateral in the same form as so
received
(with any necessary endorsement).
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SECTION
7. Transfers
and Other Liens; Additional Shares.
Each
Pledgor agrees that it shall not (i) sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, any
of
the Pledged Collateral, or (ii) create or permit to exist any Lien upon or
with
respect to any of the Pledged Collateral, except for the security interest
granted pursuant to this Agreement.
SECTION
8. Pledgee
Appointed Attorney-in-Fact.
Each
Pledgor hereby appoints the Pledgee as such Pledgor's attorney-in-fact, with
full authority in the place and stead of such Pledgor and in the name of such
Pledgor or otherwise, from time to time in Pledgee's discretion to take any
action and to execute any instrument which Pledgee may deem necessary or
desirable to accomplish the purposes of this Agreement, including, without
limitation, to receive, endorse and collect all instruments made payable to
such
Pledgor representing any dividend, interest payment or other distribution in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.
SECTION
9. Pledgee
May Perform.
If any
Pledgor fails to perform any agreement contained herein, Pledgee may itself
perform, or cause performance of, such agreement, and the expenses of Pledgee
incurred in connection therewith shall be payable jointly and severally by
the
Pledgors to Pledgee along with any other amounts due to be paid by any Pledgor
to Pledgee hereunder.
SECTION
10. The
Pledgee's Duties.
Except
for the safe custody of any Pledged Collateral in its possession and the
accounting for moneys actually received by it hereunder, Pledgee shall not
have
any duty as to any Pledged Collateral, as to ascertaining or taking action
with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Pledged Collateral, whether or not such party has or is to
have
knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any
Pledged Collateral. Pledgee shall be deemed to have exercised reasonable care
in
the custody and preservation of any Pledged Collateral in its possession if
such
Pledged Collateral is accorded treatment substantially equal to that which
such
party accords its own property.
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SECTION
11. Event
of Default.
The
occurrence of any of the following events, which events occur prior to the
date
the Company pays or converts upon the request of the Pledgee all amounts due
on
the Debenture in connection with the Cash Advance, including any liquidated
damages that may become due, shall constitute an event of default under this
Agreement (each, an "Event of Default"):
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(a)
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the
Company’s breach of a material covenant under this Agreement or the
occurrence of an Event of Default under the
Debenture;
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(b)
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if
any representation or warranty of any Pledgor set forth in this Agreement
shall be breached or shall be untrue or incorrect in any material
respect
or any Pledgor shall otherwise breach any term of this Agreement;
or
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(c)
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the
filing of any financing statement with regard to any of the Pledged
Collateral other than pursuant to this Agreement, or the attachment
of any
additional Lien to any portion of the Pledged Collateral in favor
of any
Person other than the Pledgee.
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SECTION
12. Cross-Default;
Cross-Collateralization.
Each
Pledgor and the Company each acknowledge and agree that any default under the
terms of this Agreement shall constitute a default by the Company under the
Debenture. The security interests, liens and other rights and interests in
and
relative to any of the personal property of any Pledgor now or hereafter granted
to the Pledgee by any Pledgor pursuant to any agreement, document or instrument,
including, but not limited to, this Agreement, the Purchase Agreement or the
Debenture, shall serve as security for any and all of the Obligations, and,
for
the repayment thereof, Pledgee may resort to any such collateral in such order
and manner as Pledgee may elect.
SECTION
13. Remedies
upon Event of Default.
After
the occurrence of any Event of Default if within twenty four hours of receiving
written notice of such Event of Default from the Pledgee the Company has not
paid all outstanding principal and accrued and unpaid interest and all other
amounts owed on the Debenture to the extent of the Cash Advance:
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(a)
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Pledgee
may exercise in respect of the Pledged Collateral held by it, in
addition
to other rights and remedies provided for herein or otherwise available
to
the Pledgee (including, without limitation, the vesting in the Pledgee
pursuant to Section 6(b)(i) of the sole right to exercise voting
rights
pertaining to the Pledged Collateral, including, without limitation,
voting rights with respect to the sale of assets of the Company),
all the
rights and remedies of a secured party on default under the Uniform
Commercial Code in effect in the State of California at that time
(the
"UCC") (whether or not the UCC applies to the affected Collateral),
and
may also, without notice except as specified below, to the extent
required
to pay all amounts due on the Debenture associated with such Event
of
Default (provided however that such amounts shall not exceed the
Cash
Advance), including without limitation principal, accrued but unpaid
interest, liquidated damages, if any, that are due under the Debenture
and
fees, sell, in a commercially reasonable sale, the Pledged Collateral
or
any part thereof in one or more parcels at a public sale, provided
that
the Pledged Collateral is then trading on a Trading Market (as defined
in
the Debenture), or at a private sale, if the Pledged Collateral is
no
longer trading on a Trading Market, for cash, on credit or for future
delivery, and upon such other terms as the Pledgee may deem commercially
reasonable. The application of the proceeds realized upon the sale
of the
Pledged Collateral may, in the sole discretion of the Pledgee, be
applied
to all or any portion of the amounts due on the Debenture associated
with
such Event of Default, in any order specified by the Pledgee, including
without limitation the application of the proceeds realized upon
the sale
of the Pledged Collateral first to the liquidated damages, if any,
owed in
connection with the Debenture, and then to all other amounts due
on the
Debenture associated with such Event of Default, including without
limitation principal, accrued and unpaid interest thereon and any
other
fees due under the Debenture, provided however, that such proceeds
may
only be applied to the satisfaction of the Cash Advance that is then
outstanding under the Debenture, if any. Each Pledgor agrees that,
to the
extent notice of sale shall be required by law, at least three (3)
days'
notice to such Pledgor of the time and place of any public sale or
the
time after which any private sale is to be made shall constitute
reasonable notification. Pledgee shall not be obligated to make any
sale
of Pledged Collateral regardless of notice of sale having been given.
The
Pledgee may adjourn any public or private sale from time to time
without
notice. Each Pledgor acknowledges and agrees that the Pledged Collateral
consisting of the Pledged Shares, and/or any other shares of common
stock
of the Company, is of a type customarily sold on a recognized market,
and
accordingly that no notice of the sale thereof need be given.
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(b)
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Any
cash held by Pledgee as Pledged Collateral and all cash proceeds
received
by Pledgee in respect of any sale of, collection from, or other
realization upon all or any part of the Pledged Collateral may, in
the
discretion of Pledgee, be held as collateral for, and/or then or
at any
time thereafter be applied (after payment of any amounts payable
pursuant
to Section 14) in whole or in part against all or any part of the
Obligations. Any surplus of such cash or cash proceeds held by Pledgee
and
remaining after payment in full of all the Obligations shall be paid
over
to the Pledgors or to whomsoever may be lawfully entitled to receive
such
surplus.
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SECTION
14. Fees.
In the
event an action is brought by Pledgee to enforce this Agreement, Pledgee shall
be entitled to recover its reasonable attorneys’ fees and costs from the
Pledgors on a joint and several basis for such action.
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SECTION
15. Continuing
Security Interest; Termination.
This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall remain in full force and effect until the indefeasible payment in
full
of the Obligations. Upon the indefeasible payment in full of the Obligations,
the security interest granted hereby shall terminate and all rights to the
Pledged Collateral shall revert to the Pledgors and all certificates
representing the Pledged Collateral shall be re-issued in the name of the
respective Pledgors, such Pledgor’s successors or assigns to the extent such
certificates are not already in such names. Upon any such termination, the
Pledgee shall immediately but no later than three Business Days after such
termination, at the Company’s expense, return to the Company such of the Pledged
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof and execute and deliver to the Company such documents as the
Pledgors shall reasonably request to evidence such termination. Notwithstanding
the foregoing, within ten days of the Cash Advance being repaid to the Pledgee
or converted in full by the Pledgee, either due to repayment by the Company
or
conversion of the Cash Advance into the Company’s Common Stock at the request of
the Pledgee under the terms of the Debenture, the Pledgee shall return to the
Company the Pledged Shares Certificate.
SECTION
16. Governing
Law; Terms.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of California, without regard to principles of conflict of laws.
Each
Pledgor agrees to submit itself to the in personam jurisdiction of the state
and
federal courts situated within San Diego County, California with regard to
any
controversy arising out of or relating to this Agreement. Unless otherwise
defined herein or in the Purchase Agreement, terms defined in Article 9 of
the
UCC are used herein as therein defined.
SECTION
17. Notice.
All
notices and other communications hereunder shall be in writing and shall be
deemed to have been received when delivered personally (which shall include,
without limitation, via express overnight courier) or if mailed, three (3)
Business Days after having been mailed by registered or certified mail, return
receipt requested, postage prepaid, to the addresses of the parties as set
forth
in the Purchase Agreement, and if to the Pledgor, to the following address:
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The
S.Z. Management Corporation
Xxxxxx
Xxxxxx, Liechtenste instrasse 0/00
Xxxxxx
X-0000 Xxxxxxx
Facsimile:
x00-00000000
Xxxx
Xxxxxx
0
Xxxxxx, Xxx Xxxx
Xxxxxx
Facsimile:
x000-0-0000000
EGFE
LTD West Indies
7
Zabutinski, Ramat Gan
Israel
Facsimile:
x000-0-0000000
Xxxx
Xxxxx
0
Xxxxxxxx, Xxxxxx XxXxxx
Xxxxxx
Facsimile:
x000-0-0000000
Xxx
Xxxxxx
25/13
Zabutinski, Netania
Israel
Facsimile:
x000-0-0000000
Xxxxx
Xxxxxxx
00
Xxx Xxxxx, Xxxxxxxxx
Xxxxxx
Facsimile:
x000-0-0000000
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or
if by
facsimile, (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified below prior to 5:30
p.m. (Pacific Time), or (ii) the date immediately following the date of
transmission, if such notice or communication is delivered via facsimile between
5:30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time)
on any such date the date immediately following the date of
transmission.
SECTION
18. Waivers.
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(a)
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Waivers.
Each Pledgor waives any right to require the Pledgee to (i) proceed
against any person, (ii) proceed against any other collateral under
any
other agreement, (iii) pursue any other remedy, or (iv) make presentment,
demand, dishonor, notice of dishonor, acceleration and/or notice
of
non-payment.
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(b)
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Waiver
of Defense.
No course of dealing between any Pledgor and the Pledgee, nor any
failure
to exercise nor any delay in exercising on the part of Pledgee, any
right,
power, or privilege under this Agreement or under any of the other
Transaction Documents shall operate as a waiver. No single or partial
exercise of any right, power, or privilege under this Agreement or
under
any of the other Transaction Documents shall preclude any other or
further
exercise of such right, power, or privilege or the exercise of any
other
right, power, or privilege.
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SECTION
19. Rights
Are Cumulative.
All
rights and remedies of the Pledgee with respect to the Pledged Collateral,
whether established by this Agreement, the other Transaction Documents or by
law, shall be cumulative and may be exercised concurrently or in any
order.
SECTION
20. Indemnity.
Each
Pledgor agrees jointly and severally:
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(a)
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to
indemnify and hold harmless the Pledgee and its respective, employees,
consultants, officers, directors, shareholder, partners, attorneys,
successors and assigns against and from all liabilities, losses,
and costs
(including, without limitation, reasonable attorneys' fees) arising
out of
or relating to the taking or the failure to take action in respect
of any
transaction effected under this Agreement or in connection with the
lien
provided for herein, including, without limitation, any and all excise,
sales or other taxes which may be payable or determined to be payable
with
respect to any of the Pledged Collateral.
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(b)
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to
pay and reimburse the Pledgee upon demand for all reasonable costs
and
expenses (including, without limitation, reasonable attorneys' fees
and
expenses) that the Pledgee may incur in connection with (i) the custody,
use or preservation of, or the sale of, collection from or other
realization upon, any of the Pledged Collateral, including the reasonable
expenses of re-taking, holding, preparing for sale or lease, selling
or
otherwise disposing of or realizing on the Pledged Collateral, (ii)
the
exercise or enforcement of any rights or remedies granted hereunder,
under
the Debenture or otherwise available to it (whether at law, in equity
or
otherwise), or (iii) the failure by any Pledgor to perform or observe
any
of the provisions hereof.
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The
liabilities of each of the Pledgors under this Section 20 shall survive the
termination of this Agreement.
SECTION
21. Severability.
The
provisions of this Agreement are severable. If any provision of this Agreement
is held invalid or unenforceable in whole or in part in any jurisdiction, then
such invalidity or unenforceability shall affect only such provision, or part
thereof, in such jurisdiction, and shall not in any manner affect such provision
or part thereof in any other jurisdiction, or any other provision of this
Agreement in any jurisdiction.
SECTION
22. Counterparts.
This
Agreement may be executed in several counterparts, each of which shall be
considered an original, but all of which together shall constitute one and
the
same instrument and shall
become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the
same
counterpart.
In
the
event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature
is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.
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SECTION
23. Amendments;
Entire Agreement.
This
Agreement is subject to modification only by a writing signed by the parties.
To
the extent that any provision of this Agreement conflicts with any provision
of
the Purchase Agreement or the Debenture, the provision giving the Pledgee
greater rights or remedies shall govern, it being understood that the purpose
of
this Agreement is to add to, and not detract from, the rights granted to the
Pledgee under the Purchase Agreement and the Debenture. This Agreement, the
Purchase Agreement, the Debenture and the other Transaction Documents constitute
the entire agreement of the parties with respect to the subject matter of this
Agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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SECTION
24. Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, legal representatives, successors and
assigns; provided, however, that no Pledgor may, without the prior written
consent of the Pledgee, assign or delegate any rights, powers, duties or
obligations hereunder, and any such purported assignment or delegation without
such consent shall be null and void. Pledgee may assign or delegate any rights,
powers, duties or obligations hereunder without the consent of any of the
Pledgors.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the date first above written.
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PLEDGOR:
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The
S.Z. Management Corporation
By:
______________________
Name:
____________________
Its:
_______________________
__________________________
Lavi
Xxxxxx
EGFE
LTD West Indies
By:
______________________
Name:
____________________
Its:
_______________________
__________________________
Xxxx
Xxxxx
__________________________
Xxx
Xxxxxx
__________________________
Xxxxx
Xxxxxxx
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PLEDGEE:
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Golden
Gate Investors, Inc.
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|
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By:
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| Name: Xxxxxx X. Xxxx | |
| Title: Vice President and Portfolio Manager | |
ACKNOWLEDGED
AND AGREED:
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SCHEDULE
1(a)
Pledged
Shares
3,000,000
shares of Common Stock of TraceGuard Technologies, Inc. in the aggregate,
certificated as follows:
| Pledgor | Number of Shares | Certificate No. | ||
|
The
S.Z. Management Corporation
|
850,000
|
0350
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||
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The
S.Z. Management Corporation
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170,000
|
0246
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||
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Xxxx
Xxxxxx
|
000,000
|
0000
|
||
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Xxxx
Xxxxxx
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100,000
|
0252
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||
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EGFE
LTD West Indies
|
428,571
|
0534
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||
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Xxxx
Xxxxx
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158,335
|
0984
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||
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Xxxx
Xxxxx
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000,000
|
0000
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||
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Xxx
Xxxxxx
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44,506*
|
0000
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||
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Xxxxx
Xxxxxxx
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7,500
|
0000
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||
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Xxxxx
Xxxxxxx
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7,500
|
0000
|
||
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Xxxxx
Xxxxxxx
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7,500
|
0000
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||
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Xxxxx
Xxxxxxx
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7,500
|
0000
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||
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Xxxxx
Xxxxxxx
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500,000
|
0309
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||
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Xxxxx
Xxxxxxx
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250,000
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0424
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*31,412
of these shares shall not be Pledged Shares
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