STOCK PLEDGE AGREEMENT
This
STOCK PLEDGE AGREEMENT dated as of December 29, 2006 (the "Pledge
Agreement")
is
executed by OBLIO
TELECOM, INC.,
a
Delaware corporation
("Assignor"),
whose
address is 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000, to
and
for the benefit of GREYSTONE BUSINESS CREDIT II, LLC, a Delaware limited
liability company ("Lender"),
whose
address is 000 Xxxx 00xx
Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
RECITALS:
A. Lender
has made a loan (the "Loan")
to
Start
Talk Inc.,
a
Delaware corporation ("Start
Talk"),
Pinless, Inc.,
a
Texas
corporation
("Pinless";
and
together with Start Talk, the "Issuers"),
Assignor, Titan Global Holdings, Inc.,
a
Utah
corporation ("Holdings"),
Titan
PCB West, Inc.,
a
Delaware
corporation ("Titan
West"),
Titan
PCB East, Inc.,
a
Delaware corporation ("Titan
East")
and
Titan Wireless Communications, Inc.,
a
Delaware corporation ("Titan
Wireless";
and
together with the Issuers, Assignor, Holdings, Titan West
and
Titan East,
"Borrowers"),
arising under and pursuant to that certain Loan and Security Agreement dated
as
of December __, 2006, executed by and among Borrowers and Lender (as amended,
supplemented or modified from time to time, the "Loan
Agreement").
B. As
a
condition to Lender's entering into the Loan Agreement and making the Loans,
Lender requires that Assignor enter into this Pledge Agreement in order to
secure the obligations and performance of Assignor hereunder and of Borrowers
under the Loan Agreement.
NOW,
THEREFORE, for and in consideration of the foregoing premises, which are hereby
incorporated herein as true, and the mutual promises and agreements contained
herein, Assignor and Lender hereby agree as follows:
AGREEMENTS:
1. Grant
of Security Interest.
To
secure the Obligations described in Paragraph 2, Assignor hereby assigns,
pledges and grants to Lender, as a secured party and a secured creditor under
the Uniform Commercial Code of New York, in effect from time to time (the
"UCC"),
a
security interest in and to the following (collectively, the "Collateral"):
(a) together
with all voting rights thereto, the shares of the common stock of the
Issuers as
evidenced by the Certificates set forth on Schedule
I
attached
hereto (collectively, the "Certificates"),
together with any Stock of any Issuer delivered to Lender pursuant to Section
4(b) hereof or otherwise in the possession of Lender and any and all other
shares of the capital stock of any Issuer hereafter owned or acquired by
Assignor by reason of a stock dividend or a sale or other transfer of the
capital stock of Borrower by Assignor, as a result of or in connection with
any
increase or reduction of capital, reclassification, merger, consolidation,
sale
of assets, combination of shares, stock split, spin-off or split-off, together
with all substitutions or replacements of any of the foregoing (together with
any other stock in any Issuer required to be pledged and delivered hereunder
being collectively referred to herein as the "Stock");
(b) the
Certificates and any and all other certificates now or hereinafter in the
possession of Assignor or Lender evidencing the Stock, together with any stock
powers therefor;
(c) all
payments, income and dividends (whether in cash, stock or other property),
liquidating dividends, stock warrants, stock options, stock rights, subscription
rights, securities of any Issuer or any other distributions of any other
property which Assignor is now or may hereafter be entitled to receive on
account of the Stock (collectively, the "Distributions");
and
(d) any
and
all products and proceeds of any kind of any and all of the foregoing
Collateral, including the proceeds of any insurance thereon, now or hereafter
owned or acquired by Assignor.
2. Obligations.
The
obligations secured by this Pledge Agreement (the "Obligations")
are
the following:
(a) any
and
all obligations and liabilities of Borrowers to Lender whether direct or
indirect, joint or several, absolute or contingent, now or hereafter existing,
and however created, evidenced or arising, including, but not limited to, the
obligations and liabilities of Borrowers arising under and pursuant
to the
Loan
Agreement and any and all extensions or renewals thereof or replacements or
substitutions therefor;
(b) any
and
all sums advanced by Lender in order to preserve the Collateral or to perfect
its security interest in the Collateral; and
(c) in
the
event of any proceeding to enforce the collection of the Obligations, the
reasonable expenses of retaking, holding, preparing for sale or lease, selling
or otherwise disposing of or realizing on the Collateral, or of any exercise
by
Lender of its rights in the event of a default under any agreement between
any
Borrower and Lender, together with reasonable attorneys' fees and court
costs.
3. Representations
and Warranties.
Assignor represents and warrants to Lender as follows:
(a) Assignor
is a corporation duly organized, existing and in good standing under the laws
of
the State of Delaware, with full and adequate power to carry on and conduct
its
business as presently conducted, and is duly licensed or qualified in all
foreign jurisdictions wherein the nature of its activities require such
qualification or licensing.
(b) Assignor's
state issued organizational identification number is _________________. The
exact legal name of Assignor is as set forth in the preamble of this Agreement,
and Assignor currently does not conduct, nor has it during the last five (5)
years conducted, business under any other name or trade name. Assignor will
not
change its name, its organizational identification number, if it has one, its
type of organization, its jurisdiction of organization or other legal
structure.
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(c) Assignor
has full right, power and authority, without obtaining the consent of any other
person, body or governmental agency, to enter into and deliver this Pledge
Agreement, to pledge, assign and grant a security interest in and deliver the
Collateral to Lender, and to perform all of its duties and obligations under
this Pledge Agreement.
(d) All
necessary and appropriate action has been taken on the part of Assignor to
authorize the execution and delivery of this Pledge Agreement. This Pledge
Agreement is a valid and binding agreement and contract of Assignor in
accordance with its terms. No basis presently exists for any claim against
Lender under this Pledge Agreement or with respect to the enforcement thereof,
and this Pledge Agreement is subject to no defenses of any kind.
(e) The
execution, delivery and performance by Assignor of this Pledge Agreement and
any
other documents or instruments to be executed and delivered by Assignor in
connection therewith is valid, binding and enforceable against Assignor, and
shall not: (i) violate or contravene articles of incorporation or bylaws of
Assignor or any existing law or regulation or any order, writ, injunction or
decree of any court or governmental authority, or (ii) conflict with, be
inconsistent with, or result in any breach or default of any of the terms,
covenants, conditions, or provisions of any indenture, mortgage, deed of trust,
instrument, document, agreement or contract of any kind to which Assignor is
a
party, or by which Assignor or any of its property or assets may be bound,
and
will not result in the creation or imposition of any security interest in any
properties pursuant to the provisions of any such mortgage, indenture, contract
or other agreement.
(f) To
the
best of Assignor's knowledge, no condition, circumstance, document, restriction,
litigation or proceeding (or threatened litigation or proceeding or basis
therefor) exists which could adversely affect the validity or priority of the
liens and security interests granted Lender hereunder, which could materially
adversely affect the ability of Assignor to perform the obligations under this
Pledge Agreement, which would constitute a default hereunder or thereunder
or
which would constitute such a default with the giving of notice or lapse of
time
or both.
(g) None
of
the actions contemplated by this Pledge Agreement are in violation of or
restricted by any restrictive agreement, stop transfer order, any legend
appearing on the certificates evidencing any of the Collateral consisting of
Stock, the Securities Act of 1933, as amended, the Securities Exchange Act
of
1934, as amended, any state blue-sky or securities law, any Canadian federal
or
provincial blue-sky or securities law, or any rule or regulation issued under
the foregoing acts and laws.
(h) The
nature and transaction of the business and operations of Assignor, and the
use
of its properties and assets will not materially violate or conflict with any
applicable law, statute, ordinance, rule, regulation or order of any kind
including without limitation zoning, building, environmental, land use, noise
abatement, occupational health and safety or other laws, any building permit
or
any condition, grant, easement, covenant, condition or restriction, whether
recorded or not.
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(i) Assignor
is the beneficial and record owner of the Collateral. All of the Collateral
is
free of all pledges, hypothecation, mortgages, security interests, charges
or
other encumbrances, except those in favor of Lender.
(j) All
of
the Stock pledged hereunder has been and continues to be duly and validly
authorized and issued, fully paid and nonassessable shares of the Issuer of
such
stock, and was not issued in violation of any preemptive rights or any agreement
by which the Issuer is bound.
(k) Assignor
has either previously or simultaneously herewith delivered to Lender the
Certificates for all of the Stock, together with appropriate stock powers
therefor executed in blank by Assignor.
(l) Upon
delivery of the duly executed Pledge Agreement and any Certificates evidencing
all of the Stock, together with stock powers therefor, Lender shall have a
valid
first lien and security interest in all of the Collateral hereunder, free and
clear of all other, and subject to no pledges, hypothecation, mortgages,
security interest, charges or other encumbrances, except in favor of
Lender.
4. Covenants.
Until
the Obligations have been satisfied and discharged in full, Assignor covenants
to and agrees with Lender as follows:
(a) Assignor
shall not sell, assign, deliver, convey or otherwise dispose of or transfer,
or
create, grant, incur or permit to exist any pledge, mortgage, lien, security
interest, charge or other encumbrance whatsoever (except in favor of Lender)
in
or with respect to the Collateral hereunder or any interest
therein.
(b) If,
at
any time following an Event of Default hereunder, Assignor receives or is
entitled to receive into its possession any payments, checks, instruments,
chattel paper, dividends on account of or in respect of the Collateral, or
any
other Collateral or proceeds thereof, such Assignor shall accept such Collateral
as Lender's agent, in trust for Lender without commingling such Collateral
with
any other property of such Assignor and shall, upon receipt, immediately deliver
such Collateral to Lender in the exact form so received, with any necessary
endorsement of Assignor or stock powers executed by Assignor in
blank.
(c) Assignor
will, at all times and from time to time, defend the Collateral against any
and
all claims of any person or party whose claims are adverse to the claims, rights
or interest of Lender, and Assignor shall indemnify and hold Lender harmless
from any and all such adverse claims. Assignor shall bear all risk of loss,
damage and diminution in value with respect to the Collateral, and Assignor
agrees that Lender shall have no liability or obligation to Assignor with
respect to, and is hereby released by Assignor from any of, the
foregoing.
(d) At
any
time and from time to time after the occurrence of an Event of Default (as
hereinafter defined) or a default under any of the Obligations which is
continuing uncured and unwaived, Assignor shall, upon request of Lender, execute
and deliver to Lender any proxies, stock powers or assignments with respect
to
any of the Stock, or endorse any instruments or chattel paper with respect
to
the Collateral as so requested.
5. Events
of Default.
Assignor shall be in default under this Pledge Agreement upon the occurrence
of
any one or more of the following events or conditions (an "Event
of Default"):
(a) nonpayment
of any of the Obligations when due, whether by acceleration or
otherwise;
(b) Assignor
shall default in the performance or fail to perform any promise, covenant or
agreement to be performed by Assignor hereunder or under any other agreement
now
existing or hereafter entered into between Assignor and Lender, or any Borrower
shall default in the performance or fail to perform any promise, covenant or
agreement to be performed by any such Borrower under any other agreement now
existing or hereafter entered into between any such Borrower and
Lender;
(c) any
misrepresentation or breach of any warranty by Assignor in this Pledge
Agreement, in connection with the Collateral or in any other agreement entered
into between Assignor and Lender, or by any Borrower in the Loan Agreement
or in
any other document or agreement entered into between any Borrower and
Lender;
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(d) the
dissolution of
any
Borrower;
(e) any
Borrower shall make an assignment for the benefit of creditors, fail to pay,
or
admit in writing its inability to pay its debts as they mature; or a trustee
for
any substantial part of the assets of any Borrower is applied for or appointed,
and in the case of such trustee being appointed in a proceeding brought against
such Borrower, (i) such party, by any action or failure to act indicates
its approval of, consent to or acquiescence therein, or (ii) an order shall
be entered approving the petition in such proceedings and such order is not
vacated, stayed on appeal or otherwise shall not have ceased to continue in
effect within thirty (30) days after the entry thereof;
(f) any
proceeding shall be commenced by or against any Borrower under any Bankruptcy,
receivership, insolvency, reorganization, readjustment of debt, dissolution
or
liquidation law or statute of the United States, any state or any foreign
jurisdiction, and in the case of any such proceeding being instituted against
such Borrower, (i) such party, by any action or failure to act indicates
its approval of, consent to or acquiescence therein, or (ii) an order shall
be entered approving the petition in such proceedings and such order is not
vacated, stayed on appeal or otherwise shall not have ceased to continue in
effect within thirty (30) days after the entry thereof;
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(g) the
entry
of any judgment, levy, attachment, garnishment or other process against any
Borrower, or the creation or filing of any lien or encumbrance upon the
Collateral or the making of any levy, judicial seizure, or attachment thereof
or
thereon;
(h) the
failure of Assignor to do any act necessary to preserve and maintain the value
and collectability of any of the Collateral; and
(i) Lender
in
good xxxxx xxxxx itself insecure.
6. Rights
and Remedies of Lender.
Upon
the happening or occurrence of an Event of Default hereunder which is continuing
uncured and unwaived, and at any time thereafter and from time to time, Lender
shall have all of the rights and remedies of a secured party under the Uniform
Commercial Code as enacted in and then in effect in New York. In addition,
Lender shall also have the following rights and remedies:
(a) Without
further notice to Assignor, Lender shall have the right and be entitled to
notify the Issuer of any of the Stock to make payment to Lender and to receive
all Distributions to be applied toward the satisfaction of the Obligations
and
to exercise all voting, conversion, exchange, subscription or other corporate
rights, privileges or options pertaining to such Stock.
(b) Lender
shall have the right, at its discretion, to transfer to or register in the
name
of Lender or any nominee of Lender any of the Collateral.
(c) Without
demand, notice or advertisement, all of which are hereby expressly waived to
the
extent permitted by applicable law, Lender may sell, pledge, transfer or
otherwise dispose of, or enter into an agreement with respect to the foregoing,
or otherwise realize on the Collateral and any other Collateral, or any part
thereof, at any broker's board or on any exchange or at public or private sale
or sales, held at such place or places in the City of New York, New York or
otherwise, and at such time or times within ordinary business hours, for a
purchase price or prices in cash or, without assuming any credit risk or thereby
discharging the Obligations to the extent of said purchase price until paid
in
cash and reserving the right to resell the Collateral upon the failure of said
purchaser to so pay the purchase price therefor, upon credit or future delivery,
and upon such other terms and conditions as Lender deems satisfactory, and,
if
required by law, as set forth in any applicable notice. Lender shall not be
obligated to make any such sale pursuant to any such applicable notice required
by law. Lender may, without notice or publication, adjourn any such sale or
cause the same to be adjourned from time to time by announcement at the time
and
place fixed for the sale, and such sale may be made at any time or place to
which the same may be so adjourned. Lender, for its own account, may purchase
any or all of the Collateral at any public sale and, in lieu of payment of
the
purchase price therefor, may set off or apply the purchase price against the
Obligations. Lender is authorized, at any sale, if it deems it advisable so
to
do, to restrict the prospective bidders or purchasers to financially reputable
persons who will represent and agree that they are purchasing for their own
account, for investment, and not with a view to the distribution or sale of
any
of the Collateral. Upon any such sale, Lender shall have the right to deliver,
assign, and transfer to the purchaser thereof, including Lender, that portion
of
the Collateral so sold. Each purchaser, including Lender, at any sale shall
hold
the property sold absolutely free from any claim or right of whatsoever kind,
including any equity or right of redemption of Assignor, and Assignor hereby
specifically waives and releases all rights of redemption, stay or appraisal
which it has or may have under any rule or law or statute now existing or
hereafter adopted. Lender, however, instead of exercising the power of
disposition herein conferred upon it, may proceed by a suit or suits at law
or
in equity to foreclose the pledge and sell the Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction. After deducting from the proceeds of the foregoing sale or other
disposition of said Collateral, all expenses incurred by Lender in connection
therewith (including reasonable attorneys' fees), Lender shall apply such
proceeds towards the satisfaction of the Obligations and shall account to
Assignor for any surplus of such proceeds.
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(d) If
at any
time after the occurrence and during the continuance of an Event of Default
without cure or waiver, in the opinion of counsel for Lender, any proposed
disposition of Collateral hereunder requires registration, qualification,
notification, or other action under or compliance with any state blue sky or
securities law or the Federal Securities Act of 1933, as amended, or any rules
or regulations thereunder (collectively, the "Securities
Laws"),
Assignor, at the request of Lender, will as expeditiously as possible use its
best efforts to take such action or cause such action to be taken, comply or
cause compliance with such Securities Laws and maintain such compliance or
cause
such compliance to be maintained for such period as may be necessary to permit
such disposition. Assignor acknowledges that a breach of the above covenant
contained in this Section 6 may cause irreparable injury to Lender and that
Lender will have no adequate remedy at law with respect to such breach, and
consequently, Assignor agrees that the above covenant shall be specifically
enforceable and Assignor hereby waives, to the extent such waiver is enforceable
under law, and agrees not to assert any defenses against an action for specific
performance of such covenant. In connection with the foregoing, Assignor will
(i) pay all expenses imposed on or demanded of Lender under the Securities
Laws in connection with such compliance, including the expense of furnishing
to
Lender an adequate number of copies of the prospectus contained in any such
registration statement, (ii) indemnify and hold Lender harmless from and
against any and all claims and liabilities caused by any untrue statement of
a
material fact or omission to state a material fact required to be stated in
any
registration statement, offering circular or prospectus used in connection
with
such compliance, or necessary to make the statements therein not misleading,
and
(iii) pay all expenses (including reasonable attorneys' fees) incurred by
Lender in specifically enforcing the above covenant.
The
rights and remedies provided herein, in the Loan Agreement and in any other
agreements between Assignor and Lender are cumulative and are in addition to
and
not exclusive of the rights and remedies of a secured party under the Uniform
Commercial Code and any other rights or remedies provided by applicable law.
Assignor hereby (i) names, constitutes and appoints Lender as Assignor's
proxy and attorney-in-fact in Assignor's name, place and stead,
(ii) authorizes Lender to take, at any time without the appropriate
signature of Assignor, any action to
take
any action for and on behalf of Assignor which is required of Assignor or
permitted
to be taken by the Assignee hereunder, including, without limitation, voting
any
and all of the Stock or other securities, as such proxy may elect, for and
in
the name, place and stead of Assignor, as to all matters coming before
shareholders, and (iii) acknowledges that the constitution and appointment
of such proxy and attorney-in-fact are coupled with an interest and are
irrevocable. The rights, powers and authority of said proxy and attorney-in-fact
shall remain in full force and effect, and shall not be rescinded, revoked,
terminated, amended or otherwise modified, until all Obligations have been
fully
satisfied.
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7. No
Duty Concerning Collection on Collateral.
Lender
shall not be liable for its failure to give notice to Assignor of a default
under any agreement between Assignor and Lender. Lender shall not be liable
for
its failure to use diligence to collect any amount payable in respect to the
Collateral, but shall be liable only to account to Assignor for what Lender
may
actually collect or receive thereon.
8. Further
Assurances.
Assignor hereby irrevocably authorizes the Assignee at any time and from time
to
time to file in any jurisdiction any initial Uniform Commercial Code financing
statements and/or amendments thereto naming the Assignee, as Secured Party,
and
Assignor, as Debtor, that (a) describe the Collateral, and (b) contain
any other information required by part 5 of Article 9 of the Uniform Commercial
Code for the sufficiency or filing office acceptance of any financing statement
or amendment, and which shall evidence the Assignee's perfection of a security
interest in such Collateral as security for the Obligations. Assignor, upon
demand, shall furnish to the Assignee such further information, execute and
deliver such other documents and do all such other acts and things as the
Assignee may at any time, or from time to time, reasonably request as being
necessary or appropriate to establish and maintain a perfected first security
interest in the Collateral or to otherwise evidence, document or conclude the
transactions contemplated hereby, including, without limitation, registering
any
Stock pledged hereunder with the Issuer of the Stock in the event such Stock
is
at any time uncertificated. Assignor shall pay all costs and expenses of
registering such Stock or of filing such financing statements, of all searches
of records, wherever filing or recording or searching of records is deemed
by
the Assignee to be necessary and desirable, or otherwise incurred by the
Assignee or its agents in carrying out the provisions of this Assignment. A
photographic, carbon or other reproduction of this Assignment shall be
sufficient as a financing statement.
9. Reserved.
10. Care
in Custody.
Lender
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral and in protecting any rights with respect to
the
Collateral against prior parties, if Lender takes such action for that purpose
as Assignor shall request in writing, but failure of Lender to comply with
any
such request shall not of itself by deemed a failure to exercise reasonable
care, provided, however, that in any event Lender's responsibility for the
safekeeping of the Collateral shall not extend to matters beyond the control
of
Lender, including, without limitation, acts of God, war, insurrection, riot,
governmental actions or acts of any corporate or other depository.
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11. Waiver
of Defenses.
No
renewal or extension of the time of payment of the Obligations; no release
or
surrender of, or failure to perfect or enforce any security interest for the
Obligations; no release of any person primarily or secondarily liable on the
Obligations (including any maker, indorser, or guarantor); no delay in
enforcement of payment of the Obligations; and no delay or omission in
exercising any right or power with respect of the Obligations or any security
agreement securing the Obligations shall affect the rights of Lender in the
Collateral. Assignor hereby waives presentment, protest, demand, notice of
dishonor or default, notice of any loans made, extensions granted, or other
action taken in reliance hereon and all demands and notices of any kind in
connection with the Obligations.
12. Waiver
of Assignor's Subrogation Rights.
In case
of the death, legal incompetency or insolvency (howsoever evidenced) of any
Borrower, or in case of any bankruptcy, reorganization, debt arrangement or
other proceeding under any bankruptcy or insolvency law, or any dissolution,
liquidation or receivership proceeding is instituted by or against any Borrower,
all Obligations then existing shall, without notice to anyone, immediately
become due or accrued and be payable, jointly and severally, from Assignor.
If
bankruptcy or reorganization proceedings at any time are instituted by or
against any Borrower under the United States Bankruptcy Code, Assignor hereby:
(a) expressly and irrevocably waives, to the fullest extent possible, on
behalf of itself and its successors and assigns and any other person, any and
all rights at law or in equity to subrogation, to reimbursement, to exoneration,
to contribution, to indemnification, to set off or to any other rights that
could accrue to a surety against a principal, to a guarantor against a maker
or
obligor, to an accommodation party against the party accommodated, to a holder
or transferee against a maker, or to the holder of a claim against any person,
and which Assignor may have or hereafter acquire against any person in
connection with or as a result of Assignor's execution, delivery and/or
performance of this Pledge Agreement, or any other documents to which Assignor
is a party or otherwise; (b) expressly and irrevocably waives any "claim"
(as such term is defined in the United States Bankruptcy Code) of any kind
against such Borrower, and further agrees that he shall not have or assert
any
such rights against any person (including any surety), either directly or as
an
attempted set off to any action commenced against Assignor by Lender or any
other person; and (c) acknowledges and agrees that (i) this waiver is
intended to benefit Lender and shall not limit or otherwise effect Assignor's
liability hereunder or the enforceability of this Pledge Agreement,
(ii) each Borrower (other than Assignor) and their successors and assigns
are intended third party beneficiaries of this waiver, and (iii) the
agreements set forth in this Section and Lender's rights under this Section
shall survive payment in full of the Obligations.
13. Waiver
by Lender.
No
course of dealing between Assignor and Lender, nor any failure to exercise,
nor
any delay in exercising any right, remedy, power or privilege of Lender
hereunder, under the Note or under any other agreement entered into between
Assignor and Lender, shall operate as a waiver thereof. No waiver by Lender
of
any Event of Default or any right or remedy hereunder, under the Loan Agreement
or under any document or agreement shall constitute a waiver of any other event
of default, right or remedy of Lender, nor of the same event of default, right
or remedy on a future occasion.
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14. Governing
Law; Severability.
This
Pledge Agreement has been made and entered into in New York and shall be
governed by and construed in accordance with the laws of the State of New York.
Wherever possible each provision of this Pledge Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Pledge Agreement shall be prohibited by or invalid under
such
law, such provision shall be ineffective to the extent of such prohibition
or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Pledge Agreement.
15. Successors
and Assigns.
This
Pledge Agreement and all rights and liabilities hereunder and in and to any
and
all Collateral shall inure to the benefit of Lender and its successors and
assigns, and shall be binding on Assignor, its successors and
assigns.
16. Notice.
Any
notice of any sale, lease, other disposition, or other intended action by Lender
shall be deemed reasonable if in writing, addressed to Assignor at the address
set forth above, or any other address designated in a written notice by Assignor
previously received by Lender and deposited, first class postage prepaid, in
the
United States mails five (5) days in advance of the intended disposition or
other intended action, provided, however, that the foregoing shall not preclude
the fact that failure to give such notice or notice by other means may be
reasonable under the particular circumstances involved.
17. Duration
and Effect.
This
Pledge Agreement shall remain and continue in full force and effect
(notwithstanding, without limitation, the dissolution of any
Borrower)
from
the date hereof until all of the Obligations have been fully
and
completely paid, satisfied and discharged.
Thereupon,
this Pledge Agreement shall terminate and Lender shall release any Collateral
still held by it which has not been sold or otherwise disposed of in accordance
with Section 6 hereof and applied toward the satisfaction of the Obligations
hereunder, and Lender shall deliver any such Collateral to Assignor, together
with any necessary stock powers or assignment executed by Lender in blank,
at
Assignor's expense. Assignor
acknowledges that this Pledge Agreement is and shall be effective upon execution
by Assignor and delivery to and acceptance hereof by Lender, and it shall not
be
necessary for Lender to execute any acceptance hereof or otherwise to signify
or
express its acceptance hereof to Assignor.
XXXXXXXXX
XXXXXXXX
CREDIT
II LLC
IN
WITNESS WHEREOF, Assignor and Lender have duly executed and delivered this
Stock
Pledge Agreement as of the date first above written.
|
ASSIGNOR:
|
||
|
OBLIO
TELECOM, INC.,
a
Delaware corporation
|
||
| |
|
|
| By: | /s/ XXXX XXXXXX | |
|
Name:
Xxxx Xxxxxx
|
||
|
Title:
CEO
|
||
|
LENDER:
|
||
|
GREYSTONE
BUSINESS CREDIT II LLC,
a
Delaware limited liability company
|
||
| |
|
|
| By: | /s/ XXXX XXXXXXX | |
|
|
||
Signature
Page to Stock Pledge Agreement (Oblio)
GREYSTONE
BUSINESS
CREDIT
II LLC
SCHEDULE
I
PLEDGED
STOCK
|
Assignor
|
Issuer
|
Class
of Interest
|
Certificate(s)
of Shares
|
Number
of Shares
|
Percentage
of Outstanding Shares
|
|||||
|
Oblio
Telecom, Inc.
|
Start
Talk Inc.
|
common
|
1
|
1,000
|
100%
|
|||||
|
Oblio
Telecom, Inc.
|
Pinless,
Inc.
|
common
|
5
|
2,000
|
100%
|
|||||
Schedule
I
GREYSTONE
BUSINESS
CREDIT
II LLC
Acknowledgment
to Stock Pledge Agreement (Oblio)
