PLEDGE AGREEMENT dated as of May
17, 1999, by and between XXXX XXXXXX, an
individual (the "Pledgor") and GREENFIELD
ONLINE, INC, a Connecticut corporation, (the
"Pledgor" or "Issuer").
WHEREAS, pursuant to that certain Non-Recourse Promissory Note dated
the date hereof (as amended, supplemented, restated or otherwise modified from
time to time in accordance with its terms, the "Note"), the Pledgee has agreed,
subject to the terms thereof, to make available to the Pledgor certain financial
accommodations on the terms and conditions set forth in the Note;
WHEREAS, it is a condition precedent to the effectiveness of the
Note and the extension of such financial accommodations under the Note that the
Pledgor execute and deliver this Agreement; and
WHEREAS, the Pledgor owns 2,329 shares of the Class A Common Stock,
par value $0.01 per share (the "Class A Common"), of the Issuer and will derive
substantial direct benefit from the financial accommodations to be made
available pursuant to the Note.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained 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. Pledge.
The Pledgor hereby pledges, hypothecates, assigns, transfers, sets
over and delivers unto the Pledgee, and grants to the Pledgee a security
interest in, all of the Pledgor's right, title and interest in, to and under the
following (collectively, the "Pledged Collateral"): (a) all of the common stock,
shares, equity interest and other securities (whether equity or debt), including
the Class A Common (excluding, in each case, options or warrants for Securities)
(collectively, "Securities") of the Issuer; (b) any additional Securities of the
Issuer as may from time to time be issued to the Pledgor or otherwise acquired
by the Pledgor; (c) any additional Securities of the Issuer as may hereafter at
any time be delivered to the Pledgee by or on behalf of the Pledgor; (d) any
cash or additional Securities or other property at any time and from time to
time receivable or otherwise distributable in respect of, in exchange for, or in
substitution of, any of the property referred to in any of the immediately
preceding clauses (a) through (c); and (e) any and all products and proceeds of
any of the foregoing, together with and all other rights, titles, interests,
powers, privileges and preferences pertaining to said property.
Section 2. Obligations Secured.
This Agreement is made, and the security interest created hereby is
granted to the Pledgee, to secure the prompt performance and payment in full of
the following (collectively, the "Secured Obligations"): (a) all obligations of
the Pledgor under this Agreement; (b) all obligations due and payable under the
Note; and (c) any reasonable costs or expenses incurred by the Pledgee or
Pledgee's counsel in connection with the realization of the security for which
this
Agreement provides, including, without limitation, any reasonable costs or
expenses of any proceedings to which this Agreement may give rise.
Section 3. Representations and Warranties.
The Pledgor hereby represents and warrants to the Pledgee as
follows:
(a) Title and Liens. The Pledgor is, and will at all times continue
to be, the legal and beneficial owner of the Pledged Collateral and none of the
Pledged Collateral is subject to any lien. No financing statement under the
Uniform Commercial Code of any jurisdiction which names the Pledgor as debtor or
covers any of the Pledged Collateral, or any other notice filed in the public
records indicating the existence of a lien thereon, has been filed and is still
effective in any state or other jurisdiction, other than Uniform Commercial Code
financing statements filed in favor of the Pledgee, and the Pledgor has not
signed any such financing statement or notice or any security agreement
authorizing the filing of any such financing statement or notice, other than
Uniform Commercial Code financing statements filed in favor of the Pledgee.
(b) Taxpayer ID Number.
The Social Security number of the Pledgor is ###-##-####.
(c) Authority, etc. The Pledgor (i) has the power and authority to
pledge the Pledged Collateral in the manner hereby done or contemplated and (ii)
will defend his title or interest thereto or therein against any and all liens
(other than the lien created by this Agreement), however arising, of all
persons.
(d) No Approval. No consent or approval of any governmental
authority or any securities exchange was or is necessary to the validity of the
pledge effected hereby.
Section 4. Covenants.
The Pledgor hereby unconditionally covenants and agrees that the
Pledgor will not create, assume, incur or permit or suffer to exist or to be
created, assumed or incurred, any lien on any of the Pledged Collateral (or any
interest therein), and will not sell, lease, assign, transfer or otherwise
dispose of all or any portion of the Pledged Collateral (or any interest
therein).
Section 5. Additional Shares.
The Pledgor agrees that, until this Agreement has terminated in
accordance with its terms, any certificates, instruments or other documents
evidencing additional Securities of the Issuer at any time issued to the Pledgor
or otherwise acquired by the Pledgor shall be promptly delivered or otherwise
transferred to the Pledgee, such additional Securities being additional Pledged
Collateral and subject to the lien of, and the terms and conditions of, this
Agreement.
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Section 6. Registration in Nominee Name, Denominations.
The Pledgee shall have the right (in its sole and absolute
discretion) to hold the Pledged Securities in its own name as pledgee, the name
of its nominee (as Pledgee or as sub-agent) or the name of the applicable
Pledgor, endorsed or assigned in blank or in favor of the Pledgee. The Pledgor
will promptly give to the Pledgee copies of any notices or other communications
received by him with respect to Pledged Securities registered in the name of the
Pledgor. The Pledgee shall at all times have the right to exchange the
certificates representing Pledged Securities for certificates of smaller or
larger numbers of shares for any purpose consistent with this Agreement.
Section 7. Voting Rights; Dividends, etc.
(a) So long as no Event of Default shall have occurred and be
continuing, the Pledgor shall be entitled to exercise any and all voting and/or
consensual rights and powers accruing to an owner of the Pledged Collateral or
any part thereof for any purpose not inconsistent with the terms and conditions
of this Agreement or any agreement giving rise to or otherwise relating to any
of the Secured Obligations; provided, however, that the Pledgor shall not
exercise, or refrain from exercising, any such right or power if any such action
could have a adverse effect on the value of such Pledged Collateral in the sole
judgment of the Pledgee.
The Pledgor shall not be entitled to retain and use any and all cash dividends
paid on the Pledged Collateral, including any and all stock and/or liquidating
dividends, other distributions in property, return of capital or other
distributions made on or in respect of Pledged Securities, whether resulting
from a subdivision, combination or reclassification of outstanding securities of
the Issuer which are pledged hereunder 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 or on the liquidation, whether voluntary
or involuntary, of the Issuer, or otherwise, such property being additional
Pledged Collateral pledged hereunder and, if received by the Pledgor, shall
forthwith be delivered to the Pledgee to be held as Pledged Collateral subject
to the terms and conditions of this Agreement.
The Pledgee agrees to execute and deliver to the Pledgor, or cause to be
executed and delivered to the Pledgor, as appropriate, at the sole cost and
expense of the Pledgor, all such proxies, powers of attorney, dividend orders
and other instruments as the Pledgor may request for the purpose of enabling the
Pledgor to exercise the voting and/or consensual rights and powers which Pledgor
is entitled to exercise and/or to receive the dividends which Pledgor is
authorized to retain. Without limiting the generality of the foregoing, the
Pledgor hereby grants a proxy (which shall be a proxy coupled with an interest)
to the Pledgee to vote the Pledged Collateral upon the occurrence and
continuation of an Event of Default.
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of the Pledgor to exercise the voting and/or consensual
rights and powers which Pledgor is entitled to exercise pursuant to subsection
(a) above shall cease, and all such rights thereupon shall become immediately
vested in the Pledgee, which shall have, to the extent permitted by law, the
sole and exclusive right and authority to exercise such voting and/or consensual
rights and powers which the Pledgor shall otherwise be entitled to exercise
pursuant
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to subsection (a) above. Any and all money and other property paid over to or
received by the Pledgee pursuant to the provisions of this subsection (b) shall
be retained by the Pledgee as additional collateral hereunder and shall be
applied in accordance with the provisions of Section 9. If the Pledgor shall
receive any dividends or other property which he is not entitled to receive
under this Section, the Pledgor shall hold the same in trust for the Pledgee,
without commingling the same with other funds or property of or held by the
Pledgor, and shall promptly deliver the same to the Pledgee upon receipt by the
Pledgor in the identical form received, together with any necessary
endorsements.
Section 8. Remedies upon Event of Default.
(a) In addition to any right or remedy that the Pledgee may have
under the Note, any other loan documents or otherwise under applicable law, if
an Event of Default shall have occurred and be continuing, the Pledgee may
exercise any and all the rights and remedies of a secured party under the
Uniform Commercial Code as in effect in any applicable jurisdiction (the "Code")
and may otherwise sell, assign, transfer, endorse and deliver the whole or, from
time to time, any part of the Pledged Collateral at a public or private sale or
on any securities exchange, for cash, upon credit or for other property, for
immediate or future delivery, and for such price or prices and on such terms as
the Pledgee in its discretion shall deem appropriate. The Pledgee shall be
authorized at any sale (if 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 in compliance
with the Securities Act and upon consummation of any such sale the Pledgee shall
have the right to assign, transfer, endorse and deliver to the purchaser or
purchasers thereof the Pledged Collateral so sold. Each purchaser at any sale of
Pledged Collateral shall take and hold the property sold absolutely free from
any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to
the fullest extent permitted by applicable law) all rights of redemption, stay
and/or appraisal which the Pledgor now has or may at any time in the future have
under any applicable law now existing or hereafter enacted. The Pledgor agrees
that, to the extent notice of sale shall be required by applicable law, at least
ten days' prior written notice to the 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, but notice given in any other reasonable
manner or at any other reasonable time shall constitute reasonable notification.
Such notice, in case of public sale, shall state the time and place for such
sale, and, in the case of sale on a securities exchange, shall state the
exchange on which such sale is to be made and the day on which the Pledged
Collateral, or portion thereof, will first be offered for sale at such exchange.
Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Pledgee may fix and shall
state in the notice or publication (if any) of such sale. At any such sale, the
Pledged Collateral, or portion thereof to be sold, may be sold in one lot as an
entirety or in separate parcels, as the Pledgee may determine in its sole and
absolute discretion. The Pledgee shall not be obligated to make any sale of the
Pledged Collateral if it shall determine not to do so regardless of the fact
that notice of sale of the Pledged Collateral may have been given. The Pledgee
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned. In case the sale of all or any
part of the Pledged Collateral is made on credit or for future delivery, the
Pledged Collateral so sold may be retained by the Pledgee until the sale price
is paid by the
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purchaser or purchasers thereof, but the Pledgee shall not incur any liability
to the Pledgor in case any such purchaser or purchasers shall fail to take up
and pay for the Pledged Collateral so sold and, in case of any such failure,
such Pledged Collateral may be sold again upon like notice. At any public sale
made pursuant to this Agreement, the Pledgee, to the extent permitted by
applicable law, may bid for or purchase, free from any right of redemption, stay
and/or appraisal on the part of the Pledgor (all said rights being also hereby
waived and released to the extent permitted by applicable law), any part of or
all the Pledged Collateral offered for sale and may make payment on account
thereof by using any claim then due and payable to the Pledgee from the Pledgor
as a credit against the purchase price, and the Pledgee may, upon compliance
with the terms of sale and to the extent permitted by applicable law, hold,
retain and dispose of such property without further accountability to the
Pledgor therefor. For purposes hereof, a written agreement to purchase all or
any part of the Pledged Collateral shall be treated as a sale thereof; the
Pledgee shall be free to carry out such sale pursuant to such agreement and the
Pledgor shall not be entitled to the return of any Pledged Collateral, subject
thereto, notwithstanding the fact that after the Pledgee shall have entered into
such an agreement the Secured Obligations may have been paid in full as herein
provided. The Pledgor hereby waives any right to require any marshaling of
assets and any similar right.
(b) If an Event of Default shall have occurred and be continuing, in
addition to exercising the power of sale herein conferred upon it, the Pledgee
shall also have the option to proceed by suit or suits at law or in equity to
foreclose this Agreement and sell the Pledged Collateral or any portion thereof
pursuant to judgment or decree of a court or courts having competent
jurisdiction.
(c) The rights and remedies of the Pledgee under this Agreement are
cumulative and not exclusive of any rights or remedies which it would otherwise
have.
Section 9. Application of Proceeds of Sale and Cash.
The proceeds of any sale of the whole or any part of the Pledged
Collateral, together with any other moneys held by the Pledgee under the
provisions of this Agreement, shall be applied by the Pledgee in the following
order:
(a) First: to the payment of all costs and expenses incurred in
connection with such sale or other realization, including reasonable attorneys'
fees incurred if the Pledgee endeavored to collect the Secured Obligations by or
through an attorney at law;
(b) Second: to the payment of the interest due upon any of the
Secured Obligations, in any order which the Pledgee may elect;
(c) Third: to the payment of the principal due upon any of the
Secured Obligations in any order which the Pledgee may elect; and
(d) Fourth: the balance (if any) of such proceeds shall be paid to
the Pledgor or to whomsoever may be legally entitled thereto.
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Section 10. Pledgee Appointed Attorney-in-Fact.
The Pledgor hereby constitutes and appoints the Pledgee as the
attorney-in-fact of the Pledgor with full power of substitution either in the
Pledgee's name or in the name of the Pledgor to do any of the following: (a) to
perform any obligation of the Pledgor hereunder in the Pledgor's name or
otherwise; (b) to ask for, demand, xxx for, collect, receive, receipt and give
acquittance for any and all moneys due or to become due under and by virtue of
any Pledged Collateral; (c) to prepare, execute, file, record or deliver
notices, assignments, financing statements, continuation statements,
applications for registration or like papers to perfect, preserve or release the
Pledgee's security interest in the Pledged Collateral or any of the documents,
instruments, certificates and agreements described herein; (d) to verify facts
concerning the Pledged Collateral in its own name or a fictitious name; (e) to
endorse checks, drafts, orders and other instruments for the payment of money
payable to the Pledgor, representing any interest or dividend or other
distribution payable in respect of the Pledged Collateral or any part thereof or
on account thereof and to give full discharge for the same; (f) to exercise all
rights, powers and remedies which the Pledgor would have, but for this
Agreement, under the Pledged Collateral; and (g) to carry out the provisions of
this Agreement and to take any action and execute any instrument which the
Pledgee may deem necessary or advisable to accomplish the purposes hereof, and
to do all acts and things and execute all documents in the name of the Pledgor
or otherwise, deemed by the Pledgee as necessary, proper and convenient in
connection with the preservation, perfection or enforcement of its rights
hereunder. Nothing herein contained shall be construed as requiring or
obligating the Pledgee to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by it, or to present or file any
claim or notice, or to take any action with respect to the Pledged Collateral or
any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby, and no action taken by the Pledgee or omitted to be
taken with respect to the Pledged Collateral or any part thereof shall give rise
to any defense, counterclaim or offset in favor of the Pledgor or to any claim
or action against the Pledgee. The power of attorney granted herein is
irrevocable and coupled with an interest.
Section 11. Further Assurances.
The Pledgor shall, at his sole cost and expense, take all action
that may be necessary or desirable in the Pledgee's sole discretion, so as at
all times to maintain the validity, perfection, enforceability and priority of
the Pledgee's security interest in the Pledged Collateral, or to enable the
Pledgee to exercise or enforce its rights hereunder, including, without
limitation, (a) delivering to the Pledgee, endorsed or accompanied by such
instruments of assignment as the Pledgee may specify, any and all chattel paper,
instruments, letters of credit and all other advices of guaranty and documents
evidencing or forming a part of the Pledged Collateral and (b) executing and
delivering financing statements, pledges, designations, notices and assignments,
in each case in form and substance satisfactory to the Pledgee, relating to the
creation, validity, perfection, priority or continuation of the security
interest granted hereunder. The Pledgor agrees to take, and authorizes the
Pledgee to take on the Pledgor's behalf, any or all of the following actions
with respect to any Pledged Collateral as the Pledgee shall deem necessary to
perfect the security interest and pledge created hereby or to enable the Pledgee
to enforce its rights and remedies hereunder: (i) to register in the name of the
Pledgee any Pledged Collateral in certificated or uncertificated form; (ii) to
endorse in the name of the Pledgee any Pledged
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Collateral issued in certificated form; and (iii) by book entry or otherwise,
identify as belonging to the Pledgee a quantity of securities that constitutes
all or part of the Pledged Collateral registered in the name of the Pledgee.
Notwithstanding the foregoing the Pledgor agrees that Pledged Collateral which
is not in certificated form or is otherwise in book-entry form shall be held for
the account of the Pledgee. The Pledgor hereby authorizes the Pledgee to execute
and file in all necessary and appropriate jurisdictions (as determined by the
Pledgee) one or more financing or continuation statements (or any other document
or instrument referred to in the immediately preceding clause (b)) in the name
of the Pledgor and to sign the Pledgor's name thereto. The Pledgor authorizes
the Pledgee to file any such financing statement, document or instrument without
the signature of the Pledgor to the extent permitted by applicable law. To the
extent permitted by applicable law, a carbon, photographic, xerographic or other
reproduction of this Agreement or any financing statement is sufficient as a
financing statement. Any property comprising part of the Pledged Collateral
required to be delivered to the Pledgee pursuant to this Pledge Agreement shall
be accompanied by proper instruments of assignment duly executed by the Pledgor
and by such other instruments or documents as the Pledgee may reasonably
request. In the event any Pledged Collateral in certificated form becomes
eligible for book-entry treatment, the Pledgor will use its best efforts to
effectuate such book-entry treatment with respect to such Pledged Collateral.
Section 12. Securities Act.
In view of the position of the Pledgor in relation to the Pledged
Collateral, or because of other current or future circumstances, a question may
arise under the Securities Act of 1933, as now or hereafter in effect, or any
similar applicable law (whether foreign or domestic) hereafter enacted analogous
in purpose or effect (such Act and any such similar applicable law as from time
to time in effect being called the "Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. The Pledgor
understands that compliance with the Securities Laws might very strictly limit
the course of conduct of the Pledgee if the Pledgee were to attempt to dispose
of all or any part of the Pledged Collateral in accordance with the terms
hereof, and might also limit the extent to which or the manner in which any
subsequent transferee of any Pledged Collateral could dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting the
Pledgee in any attempt to dispose of all or part of the Pledged Collateral in
accordance with the terms hereof under applicable "blue sky" or other state
securities laws or similar applicable law analogous in purpose or effect. The
Pledgor recognizes that in light of the foregoing restrictions and limitations
the Pledgee may, with respect to any sale of the Pledged Collateral, limit the
purchasers to those who will agree, among other things, to acquire such Pledged
Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. The Pledgor acknowledges and agrees that in
light of the foregoing restrictions and limitations, the Pledgee, in its sole
and absolute discretion, may, in accordance with applicable law, (a) proceed to
make such a sale whether or not a registration statement for the purpose of
registering such Pledged Collateral or part thereof shall have been filed under
the Securities Laws and (b) approach and negotiate with a single potential
purchaser to effect such sale. The Pledgor acknowledges and agrees that any such
sale might result in prices and other terms less favorable to the seller than if
such sale were a public sale without such restrictions. In the event of any such
sale, the Pledgee shall incur no responsibility or liability for selling all or
any part of the Pledged Collateral in accordance with the terms hereof at a
price that the Pledgee, in its sole and absolute discretion, may in good xxxxx
xxxx reasonable under the circumstances,
7
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
will apply notwithstanding the existence of public or private market upon which
the quotations or sales prices may exceed substantially the price at which the
Pledgee sells.
Section 13. Non-Recourse Obligations.
The Pledgee hereby acknowledges and agrees that the Pledgee's sole
recourse against the Pledgor hereunder shall be limited to the Pledged
Collateral.
Section 14. Continuing Security Interest.
This Agreement shall create a continuing security interest in the
Pledged Collateral and shall remain in full force and effect until it terminates
in accordance with its terms. The Pledgor and the Pledgee hereby agree that the
security interest created by this Agreement in the Pledged Collateral shall not
terminate and shall continue and remain in full force and effect notwithstanding
the transfer to the Pledgee of a portion of the Pledged Collateral.
Section 15. Security Interest Absolute.
All rights of the Pledgee hereunder, the grant of a security
interest in the Pledged Collateral and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Note or any other loan document, any agreement with
respect to any of the Secured Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of
the payment of, or in any other term of, all or any of the Secured Obligations,
or any other amendment or waiver of or any consent to any departure from the
Note, any other loan document, or any other agreement or instrument relating to
any of the foregoing, (c) any exchange, release or nonperfection of any other
collateral, or any release or amendment or waiver of or consent to or departure
from any guaranty, for all or any of the Secured Obligations or (d) any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Pledgor in respect of the Secured Obligations or in respect of
this Agreement (other than the indefeasible payment in full of all the Secured
Obligations).
Section 16. No Waiver.
Neither the failure on the part of the Pledgee to exercise, nor the
delay on its part in exercising, any right, power or remedy hereunder, nor any
course of dealing between the Pledgee and the Pledgor, shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power, or
remedy hereunder preclude any other or the further exercise thereof or the
exercise of any other right, power or remedy.
Section 17. Notices.
Notices, requests and other communications required or permitted
hereunder shall be given in accordance with the applicable terms of the Note.
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Section 18. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES
OF CONFLICTS OF LAWS.
Section 19. Amendments.
No amendment or waiver of any provision of this Agreement nor
consent to any departure by the Pledgor herefrom shall in any event be effective
unless the same shall be in writing and signed by the parties hereto, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 20. Binding Agreement Assignment.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the
Pledgor shall not be permitted to assign this Agreement or any interest herein
or in the Pledged Collateral, or any part thereof, or any cash or property held
by the Pledgee as collateral under this Agreement.
Section 21. Termination.
Upon payment in full of all of the Secured Obligations, this
Agreement shall terminate. Upon termination of this Agreement in accordance with
its terms, the Pledgee agrees to take such actions as the Pledgor may reasonably
request, and at the sole cost and expense of the Pledgor, (a) to return the
Pledged Collateral to the Pledgor, and (b) to evidence the termination of this
Agreement, including, without limitation, the filing of any releases or any
termination statements under the Uniform Commercial Code.
Section 22. Severability.
In case any provision of this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 23. Headings.
Section headings used herein are for convenience only and are not to
affect the construction of or be taken into consideration in interpreting this
Agreement.
Section 24. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which shall constitute but one
agreement.
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Section 25. Definitions.
Terms not otherwise defined herein are used herein with the
respective meanings given to them in the Note.
* * * * *
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IN WITNESS WHEREOF, the Pledgor has executed and delivered this
Pledge Agreement under seal as of this the date first written above.
Pledgor:
/s/
-----------------------------------------
Xxxx Xxxxxx
XXXXXXXXXX ONLINE, INC.
By: /s/
-------------------------------
Name: Xxxx Xxxxxx
Title: President
