STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement"), dated as of January 9,
2006, by and between Laurus Master Fund, Ltd. ("Laurus") and Xxxxxx Equipment,
Inc., a Delaware corporation ("Pledgor").
BACKGROUND
Pledgor and certain of its subsidiaries have entered into a Security
and Purchase Agreement dated as of November 9, 2004 (as amended, modified,
restated and/or supplemented from time to time including, without limitation,
pursuant to that certain letter agreement dated as of the date hereof, the
"Security Agreement"), pursuant to which Laurus provides and will continue to
provide certain financial accommodations to Pledgor and such subsidiaries.
In order to induce Laurus to continue to provide the financial
accommodations described in the Security Agreement, Pledgor has agreed to pledge
and grant a security interest in the collateral described herein to Laurus on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Defined Terms. All capitalized terms used herein which are not
defined shall have the meanings given to them in the Security Agreement.
2. Pledge and Grant of Security Interest. To secure the full and
punctual payment and performance of (the following clauses (a) and (b),
collectively, the "Indebtedness") (a) the obligations under the Security
Agreement and the Ancillary Agreements (the Security Agreement and the Ancillary
Agreements, as each may be amended, restated, modified and/or supplemented from
time to time, collectively, the "Documents") and (b) all other indebtedness,
obligations and liabilities of Pledgor to Laurus whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (in each case, irrespective
of the genuineness, validity, regularity or enforceability of such Indebtedness,
or of any instrument evidencing any of the Indebtedness or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of such in any case
commenced by or against Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including,
without limitation, obligations or indebtedness of Pledgor for post-petition
interest, fees, costs and charges that would have accrued or been added to the
Indebtedness but for the commencement of such case), Pledgor hereby pledges,
assigns, hypothecates, transfers and grants a security interest to Laurus in all
of the following (the "Collateral"):
(a) the shares of stock set forth on Schedule A annexed hereto and
expressly made a part hereof (together with any additional shares of stock or
other equity interests acquired by Pledgor, the "Pledged Stock"), the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;
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(b) all additional shares of stock of any issuer (each, an
"Issuer") of the Pledged Stock from time to time acquired by Pledgor in any
manner, including, without limitation, stock dividends or a distribution 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 (which shares shall be deemed to be part of the Collateral), and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; and
(c) all options and rights, whether as an addition to, in
substitution of or in exchange for any shares of any Pledged Stock and all
dividends, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.
3. Delivery of Collateral. All certificates representing or evidencing
the Pledged Stock shall be delivered to and held by or on behalf of Laurus
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Laurus. Pledgor hereby authorizes the Issuer upon demand by Laurus to deliver
any certificates, instruments or other distributions issued in connection with
the Collateral directly to Laurus, in each case to be held by Laurus, subject to
the terms hereof. Upon an Event of Default (as defined below) that has occurred
and is continuing beyond any applicable grace period, Laurus shall have the
right, during such time in its discretion and without notice to Pledgor, to
transfer to or to register in the name of Laurus or any of its nominees any or
all of the Pledged Stock. In addition, Laurus shall have the right at such time
to exchange certificates or instruments representing or evidencing Pledged Stock
for certificates or instruments of smaller or larger denominations.
4. Representations and Warranties of Pledgor. Pledgor represents and
warrants to Laurus (which representations and warranties shall be deemed to
continue to be made until all of the Indebtedness has been paid in full and each
Document and each agreement and instrument entered into in connection therewith
has been irrevocably terminated) that:
(a) the execution, delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral hereunder do not and will not result
in any violation of any agreement, indenture, instrument, license, judgment,
decree, order, law, statute, ordinance or other governmental rule or regulation
applicable to Pledgor;
(b) this Agreement constitutes the legal, valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms;
(c) (i) all Pledged Stock owned by Pledgor is set forth on Schedule
A hereto and (ii) Pledgor is the direct and beneficial owner of each share of
the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly
authorized, validly issued and are fully paid and nonassessable;
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(e) no consent or approval of any person, corporation, governmental
body, regulatory authority or other entity, is or will be necessary for (i) the
execution, delivery and performance of this Agreement, (ii) the exercise by
Laurus of any rights with respect to the Collateral or (iii) the pledge and
assignment of, and the grant of a security interest in, the Collateral
hereunder;
(f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;
(g) Pledgor has the requisite power and authority to enter into
this Agreement and to pledge and assign the Collateral to Laurus in accordance
with the terms of this Agreement.
(h) Pledgor owns each item of the Collateral and, except for the
pledge and security interest granted to Laurus hereunder, the Collateral shall
be, immediately following the closing of the transactions contemplated by the
Documents, free and clear of any other security interest, pledge, claim, lien,
charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens").
(i) there are no restrictions on transfer of the Pledged Stock
contained in the certificate of incorporation or by-laws (or equivalent
organizational documents) of the Issuer or otherwise which have not otherwise
been enforceably and legally waived by the necessary parties.
(j) none of the Pledged Stock has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.
(k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in Laurus all rights of Pledgor in
the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the
issued and outstanding shares of capital stock of Xxxxxx Equipment Asia Co. Ltd.
5. Covenants. Pledgor covenants that, until the Indebtedness shall be
satisfied in full and each Document and each agreement and instrument entered
into in connection therewith is irrevocably terminated:
(a) Pledgor will not sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor will
Pledgor create, incur or permit to exist any Lien whatsoever with respect to any
of the Collateral or the proceeds thereof other than that created hereby.
(b) Pledgor will, at its expense, defend Laurus's right, title and
security interest in and to the Collateral against the claims of any other
party.
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(c) Pledgor shall at any time, and from time to time, upon the
written request of Laurus, execute and deliver such further documents and do
such further acts and things as Laurus may reasonably request in order to effect
the purposes of this Agreement including, but without limitation, delivering to
Laurus upon the occurrence of an Event of Default irrevocable proxies in respect
of the Collateral in form satisfactory to Laurus. Until receipt thereof, upon an
Event of Default that has occurred and is continuing beyond any applicable grace
period, this Agreement shall constitute Pledgor's proxy to Laurus or its nominee
to vote all shares of Collateral then registered in Pledgor's name.
(d) Pledgor will not consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity interests of the
Issuer; or (ii) any securities convertible either voluntarily by the holder
thereof or automatically upon the occurrence or nonoccurrence of any event or
condition into, or any securities exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.
6. Voting Rights and Dividends. In addition to Laurus's rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, beyond any applicable cure period, Laurus shall (i)
be entitled to vote the Collateral, (ii) be entitled to give consents, waivers
and ratifications in respect of the Collateral (Pledgor hereby irrevocably
constituting and appointing Laurus, with full power of substitution, the proxy
and attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to
collect and receive for its own use cash dividends paid on the Collateral.
Pledgor shall not be permitted to exercise or refrain from exercising any voting
rights or other powers if, in the reasonable judgment of Laurus, such action
would have a material adverse effect on the value of the Collateral or any part
thereof; and, provided, further, that Pledgor shall give at least five (5) days'
written notice of the manner in which Pledgor intends to exercise, or the
reasons for refraining from exercising, any voting rights or other powers other
than with respect to any election of directors and voting with respect to any
incidental matters. Following the occurrence of an Event of Default, all
dividends and all other distributions in respect of any of the Collateral, shall
be delivered to Laurus to hold as Collateral and shall, if received by Pledgor,
be received in trust for the benefit of Laurus, be segregated from the other
property or funds of Pledgor, and be forthwith delivered to Laurus as Collateral
in the same form as so received (with any necessary endorsement).
7. Event of Default. An Event of Default shall be deemed to have
occurred and may be declared by Laurus upon the happening of any of the
following events:
(a) An "Event of Default" (or similar term) under any Document or
any agreement or note related to any Document shall have occurred and be
continuing beyond any applicable cure period;
(b) Pledgor shall default in the performance of any of its
obligations under any agreement between Pledgor and Laurus, including, without
limitation, this Agreement, and such default shall not be cured for a period of
fifteen (15) days after the occurrence thereof;
(c) Any representation or warranty of Pledgor made herein, in any
Document or in any agreement, statement or certificate given in writing pursuant
hereto or thereto or in connection herewith or therewith shall be false or
misleading in any material respect;
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(d) Any portion of the Collateral is subjected to levy of
execution, attachment, distraint or other judicial process; or any portion of
the Collateral is the subject of a claim (other than by Laurus) of a Lien or
other right or interest in or to the Collateral and such levy or claim shall not
be cured, disputed or stayed within a period of forty (40) days after the
occurrence thereof; or
(e) Pledgor shall (i) apply for, consent to, or suffer to exist the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or other fiduciary of itself or of all or a substantial part of its
property, (ii) make a general assignment for the benefit of creditors, (iii)
commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a
petition seeking to take advantage of any other law providing for the relief of
debtors, (vi) acquiesce to, or fail to have dismissed, within sixty (60) days,
any petition filed against it in any involuntary case under such bankruptcy
laws, or (vii) take any action for the purpose of effecting any of the
foregoing.
8. Remedies. In case an Event of Default shall have occurred and be
declared by Laurus, Laurus may:
(a) Transfer any or all of the Collateral into its name, or into
the name of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by the Issuer of
any right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral with
any committee, depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to account for property actually received by it; and
(c) Subject to any requirement of applicable law, sell, assign and
deliver the whole or, from time to time, any part of the Collateral at the time
held by Laurus, at any private sale or at public auction, with or without
demand, advertisement or notice of the time or place of sale or adjournment
thereof or otherwise (all of which are hereby waived, except such notice as is
required by applicable law and cannot be waived), for cash or credit or for
other property for immediate or future delivery, and for such price or prices
and on such terms as Laurus in its sole discretion may determine, or as may be
required by applicable law.
Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, Laurus may bid for and purchase the whole or any
part of the Collateral so sold free from any such right or equity of redemption.
All moneys received by Laurus hereunder whether upon sale of the Collateral or
any part thereof or otherwise shall be held by Laurus and applied by it as
provided in Section 10 hereof. No failure or delay on the part of Laurus in
exercising any rights hereunder shall operate as a waiver of any such rights nor
shall any single or partial exercise of any such rights preclude any other or
future exercise thereof or the exercise of any other rights hereunder. Laurus
shall have no duty as to the collection or protection of the Collateral or any
income thereon nor any duty as to preservation of any rights pertaining thereto,
except to apply the funds in accordance with the requirements of Section 10
hereof. Laurus may exercise its rights with respect to property held hereunder
without resort to other security for or sources of reimbursement for the
Indebtedness. In addition to the foregoing, Laurus shall have all of the rights,
remedies and privileges of a secured party under the Uniform Commercial Code of
New York regardless of the jurisdiction in which enforcement hereof is sought.
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9. Private Sale. Pledgor recognizes that Laurus may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a commercially
reasonable manner. Pledgor agrees that Laurus has no obligation to delay sale of
any Collateral for the period of time necessary to permit the Issuer to register
the Collateral for public sale under the Securities Act.
10. Proceeds of Sale. The proceeds of any collection, recovery,
receipt, appropriation, realization or sale of the Collateral shall be applied
by Laurus as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of Laurus and to the reimbursement of Laurus for the prior payment of
such costs, reasonable expenses and charges incurred in connection with the care
and safekeeping of the Collateral (including, without limitation, the reasonable
expenses of any sale or any other disposition of any of the Collateral), the
expenses of any taking, attorneys' fees and reasonable expenses, court costs,
any other fees or expenses incurred or expenditures or advances made by Laurus
in the protection, enforcement or exercise of its rights, powers or remedies
hereunder;
(b) Second, to the payment of the Indebtedness, in whole or in
part, in such order as Laurus may elect, whether or not such Indebtedness is
then due;
(c) Third, to such persons, firms, corporations or other entities
as required by applicable law including, without limitation, the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgor or as a
court of competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery,
receipt, appropriation, realization or sale are insufficient to satisfy the
Indebtedness, Pledgor shall be liable for the deficiency plus the costs and fees
of any attorneys employed by Laurus to collect such deficiency.
11. Waiver of Marshaling. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
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12. No Waiver. Any and all of Laurus's rights with respect to the Liens
granted under this Agreement shall continue unimpaired, and Pledgor shall be and
remain obligated in accordance with the terms hereof, notwithstanding (a) the
bankruptcy, insolvency or reorganization of Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by Laurus in reference to any of the Indebtedness.
Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if Pledgor had expressly agreed thereto
in advance. No delay or extension of time by Laurus in exercising any power of
sale, option or other right or remedy hereunder, and no failure by Laurus to
give notice or make demand, shall constitute a waiver thereof, or limit, impair
or prejudice Laurus's right to take any action against Pledgor or to exercise
any other power of sale, option or any other right or remedy.
13. Expenses. The Collateral shall secure, and Pledgor shall pay to
Laurus on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of Laurus under this Agreement or with
respect to any of the Indebtedness.
14. Laurus Appointed Attorney-In-Fact and Performance by Laurus. Upon
the occurrence of an Event of Default, Pledgor hereby irrevocably constitutes
and appoints Laurus as Pledgor's true and lawful attorney-in-fact, with full
power of substitution, to execute, acknowledge and deliver any instruments and
to do in Pledgor's name, place and stead, all such acts, things and deeds for
and on behalf of and in the name of Pledgor, which Pledgor could or might do or
which Laurus may deem necessary, desirable or convenient to accomplish the
purposes of this Agreement, including, without limitation, to execute such
instruments of assignment or transfer or orders and to register, convey or
otherwise transfer title to the Collateral into Laurus's name. Pledgor hereby
ratifies and confirms all that said attorney-in-fact may so do and hereby
declares this power of attorney to be coupled with an interest and irrevocable.
If Pledgor fails to perform any agreement herein contained, Laurus may itself
perform or cause performance thereof, and any costs and expenses of Laurus
incurred in connection therewith shall be paid by the Pledgor as provided in
Section 10 hereof.
15. WAIVERS. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
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16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if Laurus receives any payment or payments on account of the
Indebtedness, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors' rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by
Laurus, Pledgor's obligations to Laurus shall be reinstated and this Agreement
shall remain in full force and effect (or be reinstated) until payment shall
have been made to Laurus, which payment shall be due on demand.
17. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
18. Miscellaneous.
(a) This Agreement constitutes the entire and final agreement among
the parties with respect to the subject matter hereof and may not be changed,
terminated or otherwise varied except by a writing duly executed by the parties
hereto.
(b) No waiver of any term or condition of this Agreement, whether
by delay, omission or otherwise, shall be effective unless in writing and signed
by the party sought to be charged, and then such waiver shall be effective only
in the specific instance and for the purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this Agreement shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation, or rule of law, such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable shall not be affected
thereby, nor shall same affect the validity or enforceability of any other
provision of this Agreement.
(d) This Agreement shall be binding upon Pledgor, and Pledgor's
successors and assigns, and shall inure to the benefit of Laurus and its
successors and assigns.
(e) Any notice or other communication required or permitted
pursuant to this Agreement shall be given in accordance with the Security
Agreement.
(f) This Agreement shall be governed by and construed and enforced
in all respects in accordance with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.
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(g) PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF
EACH COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF
NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH
PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED
HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE
OR BASED UPON FORUM NON CONVENIENS.
(h) It is understood and agreed that any person or entity that
desires to become a Pledgor hereunder, or is required to execute a counterpart
of this Agreement after the date hereof pursuant to the requirements of any
Document, shall become a Pledgor hereunder by (x) executing a Joinder Agreement
in form and substance satisfactory to Laurus, (y) delivering supplements to such
exhibits and annexes to such Documents as Laurus shall reasonably request and
(z) taking all actions as specified in this Agreement as would have been taken
by such Pledgor had it been an original party to this Agreement, in each case
with all documents required above to be delivered to Laurus and with all
documents and actions required above to be taken to the reasonable satisfaction
of Laurus.
(i) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement. Any signature delivered by a party
by facsimile transmission shall be deemed an original signature hereto.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Stock Pledge
Agreement as of the day and year first written above.
XXXXXX EQUIPMENT, INC.
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Chairman
LAURUS MASTER FUND, LTD.
By: /s/ XXXXX GRIN
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Name: Xxxxx Grin
Title: Fund Manager
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SCHEDULE A
Pledged Stock
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Stock
Certificate Number of
Pledgor Issuer Class of Stock Number Par Value Shares
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Xxxxxx Equipment, Inc. Xxxxxx Equipment Asia Co. common a-1 _____ 101,800
Ltd.
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