EXHIBIT 2
STOCK PLEDGE AGREEMENT
This Agreement is made effective as of March 25, 1997, by and between
Xxxxxx X. Xxxxxxxx ("Pledgor") and Seal Fleet, Inc. a Nevada corporation
("Pledgee").
R E C I T A L S
Pledgor has executed a Promissory Note (the "Note") in favor of Pledgee
dated as of the date hereof in the original principal amount of $120,000. The
Note relates to a loan made by Pledgee to Pledgor, the proceeds of which Pledgor
applied to the acquisition of 240,000 Shares of the Class A common stock of
Pledgee (the "Shares"). Pledgor desires to pledge the Shares to Pledgee as
security for the performance of the obligations of Pledgor under the Note and
under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein, the parties agree as follows:
A G R E E M E N T
1. Pledgor hereby grants a security interest in the Shares to Pledgee to
secure the performance by Pledgor of his obligations hereunder and under the
Note. Pledgor represents and warrants that the Shares are owned beneficially
and of record by Pledgor free and clear of all claims, liens and encumbrances
other than the security interest of Pledgee granted hereby. Promptly following
his execution of this Agreement, Pledgor shall deliver to Pledgee the original
certificate representing the Shares, together with a stock power signed by
Pledgor in the form of Exhibit A attached hereto.
2. For and during the term hereof, so long as Pledgor is not in default
with respect to the payment of the interest or principal under the Note and is
not otherwise in default of his obligations hereunder and under the Note,
Pledgor shall maintain all rights to vote the Shares on all corporate matters,
and Pledgee shall execute any proxies which may be deemed necessary to enable
Pledgor to exercise his rights hereunder.
3. Upon payment in full of all sums due under the Note and hereunder,
Pledgee shall transfer the Shares to Pledgor, and this Agreement shall
terminate.
4. Upon any default by Pledgor with respect to his obligations hereunder
or under the Note, Pledgee may exercise any and all remedies available to it
under applicable law, including, without limitation, acceleration of all amounts
due under the Note and all remedies available to Pledgee as a secured creditor
under the Uniform Commercial Code in effect in the State of Florida. Without
limiting the foregoing, if Pledgor fails to make any payment provided for in the
Note when due or otherwise defaults under the Note or hereunder, Pledgee may,
upon five (5) days' notice to Pledgor, sent by registered mail, and without
liability for any diminution in price which may have occurred, sell any or all
of the Shares in such manner and
for such price as Pledgee may determine at any public or private sale. At any
such sale, Pledgee shall be free to purchase, for its own account, any or all of
the Shares. At such sale, payment to Pledgee for the Shares shall be made in
cash money and such price may not include a promissory note or other evidence of
indebtedness of the purchaser or of a third party, except that Pledgee may use
the Note as part or all of the consideration, if any, paid by Pledgee. Pledgee
shall apply the proceeds of such sale in the following order: (i) to reimburse
itself for all costs, expenses and fees (including attorneys' fees) on account
of such sale, (ii) to pay the outstanding balance of any amount due under the
Note or hereunder, and (iii) to pay any balance of such proceeds to Pledgor. In
the event that the proceeds of any sale are insufficient to cover all amounts
due under the Note and hereunder, plus the costs, expenses and fees in
connection with the sale, Pledgor shall remain liable to Pledgee for such
deficiency.
5. Pledgee and Pledgor agree to execute any and all documents necessary to
carry out the provisions and intent of this Agreement. A waiver of any term or
provision herein contained shall not be deemed a waiver of any other term or
provision or subsequent breach of the same or any other term or provision
hereof. This Agreement, and all of the terms hereof, shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
successors, executors, administrators or assigns.
6. If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys' fees and
other costs incurred in that action or proceeding in addition to any other
relief to which it may be entitled. The rights and remedies herein shall be in
addition to and cumulative with all other rights and remedies herein, under the
Note, or at law or in equity.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.
PLEDGOR: PLEDGEE:
SEAL FLEET, INC.
/s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------- --------------------
Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
Its Secretary
--------------------
ADDRESS: ADDRESS:
X.X. Xxx 0000 000 Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000 Xxxx Xxxxx, Xxxxxxx 00000
2
Exhibit A
IRREVOCABLE STOCK POWER ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR VALUABLE CONSIDERATION, the undersigned does hereby give, assign and
transfer to ___________________________________________ two hundred forty
thousand (240,000) shares of the Class A common stock of Seal Fleet, Inc., a
Nevada corporation, represented by Certificate No.___________, standing in the
name of the undersigned on the books of the company.
The undersigned does hereby irrevocably constitute and appoint the
Secretary of the Company, whoever shall hold that office from time to time, as
his attorney to transfer such shares on the books of the company, with full
power of substitution in the premises.
Dated: ____________________, 1997 __________________________________
Xxxxxx X. Xxxxxxxx
3
