PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT ("Agreement") dated November 1, 1996, is
made by HADRON, INC., a New York corporation, having its
principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Pledgor"), to and for the
benefit of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P., a Texas limited
liability partnership, whose address is ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇.,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, its successors and assigns
(the "Pledgee").
PRELIMINARY STATEMENTS:
(1) The Pledgor is the owner of the shares (the "Pledged
Shares") of common stock issued by SyCom Services, Inc.
("SyCom") and described in Exhibit A hereto.
(2) The Pledgor (herein also referred to as the "Debtor")
has executed and delivered that certain Promissory Note of
even date herewith (said Note, as it may hereafter be amended
or otherwise modified from time to time, being herein referred
to as the "Note") in the original principal amount of Three
Hundred Seventy-Nine Thousand Nine Hundred Thirty-Seven and
75/100 dollars ($379,937.75) payable to the Pledgee as
evidence of indebtedness for services rendered by the Pledgee.
As a condition precedent to acceptance of the Note by the
Pledgee, the Pledgor shall have made the pledge contemplated
by this Agreement.
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt of which is
acknowledged, and in order to induce the Pledgee to accept the
Note, the Pledgor hereby agrees with the Pledgee as follows:
SECTION 1. Pledge. The Pledgor hereby pledges and
grants to the Pledgee a security interest in the following
(the "Pledged Collateral"):
(i) the Pledged Shares and the certificates
representing the Pledged Shares, and all dividends,
cash, instruments and other property from time to
time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the
Pledged Shares; and
(ii) all additional shares of stock and other
securities of SyCom from time to time acquired by
the Pledgor in any manner, and the certificates
representing such additional shares and other
securities, and all dividends, cash, instruments
and other property from time to time received,
receivable or otherwise distributed in respect of
or in exchange for any or all of such shares and
securities.
SECTION 2. Security for Obligations. This Agreement
secures the payment of all obligations of the Pledgor to the
Pledgee now or hereafter existing under the Note, whether for
principal, fees, expenses or otherwise, and all obligations of
the Pledgor now or hereafter existing under this Agreement,
and under any other liability of Pledgor to Pledgee, whether
now existing or hereafter entered into (all such obligations
of the Pledgor being herein referred to as the "Obligations").
SECTION 3. Delivery of Pledged Collateral. All
certificates or instruments representing or evidencing the
Pledged Collateral shall be delivered to and held by the
Pledgee pursuant hereto and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed
but undated stock powers or other instruments of transfer or
assignment, in blank, all in form and substance satisfactory
to the Pledgee. The Pledgee shall have the right, at any time
after the occurrence of a Default (as hereinafter defined) in
its discretion and without notice to the Pledgor, to transfer
to or to register in the name of the Pledgee or any of its
nominees any or all of the Pledged Collateral. In addition,
the Pledgee shall have the right at any time after the
occurrence of a Default to exchange certificates or
instruments representing or evidencing the Pledged Collateral
for certificates or instruments of smaller or larger
denominations.
SECTION 4. Representations and Warranties. The Pledgor
represents and warrants as follows:
(a) The Pledged Shares have been duly authorized and
validly issued and are fully paid and non-assessable.
(b) The Pledgor is the legal and beneficial owner of
record of the Pledged Collateral free and clear of any lien,
security interest, option or other charge or encumbrance
except for the security interest created by this Agreement.
(c) The pledge of the Pledged Shares pursuant to this
Agreement creates a valid and perfected first priority
security interest in the Pledged Shares, securing the payment
of the Obligations.
(d) The Pledgor (i) has the power and authority to
pledge the Pledged Collateral owned by it in the manner hereby
done or contemplated and (ii) will defend its title or
interest thereto or therein against any and all attachments,
liens, claims, encumbrances, security interests or other
impediments of any nature, however arising, of all persons
whomsoever.
(e) No authorization, approval, or other action by, and
no notice to or filing with, any governmental authority or
regulatory body or securities exchange is required either (i)
for the pledge by the Pledgor of the Pledged Collateral
pursuant to this Agreement or for the execution, delivery or
performance of the Agreement by the Pledgor or (ii) for the
exercise by the Pledgee of the voting or other rights provided
for in this Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Agreement (except as may
be required in connection with such disposition by laws
affecting the offering and sale of securities generally).
(f) The Pledged Shares constitute and until the Note is
fully paid shall constitute one hundred percent (100%) of the
issued and outstanding shares of capital stock of SyCom.
(g) On the date of this Agreement the Pledgor is not in
default of any covenant of this Agreement, including but not
limited to the Special Compliance Covenants set forth in
Section 11 hereof.
(h) Pledgor has been the owner of record of the Pledged
Shares for a period of one (1) year or more prior to the date
of this Agreement.
SECTION 5. Further Assurances. The Pledgor agrees that
at any time and from time to time, at the expense of the
Pledgor, the Pledgor will promptly execute and deliver all
further instruments and documents, and take all further
action, that may be necessary or desirable, or that the
Pledgee may request, in order to perfect and protect any
security interest granted or purported to be granted hereby or
to enable the Pledgee to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral.
SECTION 6. Voting Rights; Dividends; Etc. (a) So long
as no Default shall have occurred:
(i) The Pledgor shall be entitled to exercise
any and all voting and other consensual rights
pertaining to the Pledged Collateral or any part
thereof for any purpose not inconsistent with the
terms of this Agreement or the Note; provided,
however, that the Pledgor shall not exercise or
refrain from exercising any such right if, in the
Pledgee's reasonable judgment, such action would
have a material adverse effect on the value of the
Pledged Collateral or any part thereof; and
provided further, that the Pledgor shall give the
Pledgee at least five (5) days' prior written
notice of the manner in which it intends to
exercise, or the reasons for refraining from
exercising, any such right.
(ii) The Pledgee shall be entitled to receive
and retain all cash dividends, distributions and
other cash paid or payable in respect of the Pledged
Collateral. The Pledgor agrees to deliver promptly to
the Pledgee any and all cash dividends,distributions and
other cash paid in respect of the Pledged Collateral.
All such cash dividends, distributions and other cash
received by the Pledgor shall be considered and applied
as prepayments of the Note. Any and all dividends or
distributions paid or payable other than in cash in
respect of, and instruments and other property received,
receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Collateral shall be, and shall
forthwith be delivered to the Pledgee to hold as, Pledged
Collateral and shall, if received by the Pledgor, be
received in trust for the benefit of the Pledgee, be
segregated from the other property or funds of the
Pledgor, and be forthwith delivered to the Pledgee as
Pledged Collateral in the same form as so received (with
any necessary endorsement).
(iii) The Pledgee shall execute and deliver
(or cause to be executed and delivered) to the
Pledgor all such proxies and other instruments as
the Pledgor may reasonably request for the purpose
of enabling the Pledgor to exercise the voting and
other rights which it is entitled to exercise
pursuant to paragraph (i) above and to receive the
dividends or other payments which it is authorized
to receive and retain pursuant to paragraph (ii)
above.
(b) Upon the occurrence of a Default all rights of the
Pledgor to exercise the voting and other consensual rights
which it would otherwise be entitled to exercise pursuant to
Section 6(a)(i) shall cease, and all such rights shall
thereupon become vested in the Pledgee who shall thereupon
(and for so long as such Default shall continue) have the sole
right to exercise such voting and other consensual rights.
SECTION 7. Transfers and Other Liens; Additional Shares.
(a) The Pledgor agrees that it will not (i) sell or otherwise
dispose of, or grant any option with respect to, any of the
Pledged Collateral, or (ii) create or permit to exist any
lien, security interest, or other charge or encumbrance upon
or with respect to any of the Pledged Collateral, except for
the security interest under this Agreement.
(b) The Pledgor agrees that it will (i) cause SyCom not
to issue any stock or other securities in addition to or in
substitution for the Pledged Shares issued by such issuer,
except to the Pledgor and (ii) pledge hereunder, and deliver
to Pledgee, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional shares of stock or
other securities of SyCom.
SECTION 8. Pledgee Appointed Attorney-in-Fact. The
Pledgor hereby appoints the Pledgee, and any partner or agent
of Pledgee, with full power of substitution, the Pledgor's
attorney-in-fact, with full authority in the place and stead
of the Pledgor and in the name of the Pledgor or
otherwise,from time to time in the Pledgee's discretion to
take any action and to execute any instrument which the
Pledgee reasonably may deem necessary or advisable to
accomplish the purposes of this Agreement, which appointment
is irrevocable and coupled with an interest. Without limiting
the generality of the foregoing, the Pledgee shall have the
right, upon the occurrence and during the continuance of a
Default, with full power of substitution either in the
Pledgee's name or in the name of each such Pledgor, to as for,
demand, ▇▇▇ for, collect, receipt and give acquittance for any
and all moneys due or to become due under and by virtue of any
Pledged Collateral, to endorse checks, drafts, orders and
other instruments for the payment of money payable to such
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, to settle, compromise, prosecute or
defend any action, claim or proceedings with respect thereto,
and to sell, assign, endorse, pledge, transfer and make any
agreement respecting, or otherwise deal with, the same.
SECTION 9. Continuing Security Interest; Transfer of'
Note; Return of Collateral. This Agreement shall create a
continuing security interest in the Pledged Collateral and
shall (i) remain in full force and effect until payment in
full of the Obligations, (ii) be binding upon the Pledgor and
its personal representatives, successors and assigns, and
(iii) inure, together with the rights and remedies of the
Pledgee hereunder, to the benefit of the Pledgee and its
successors, transferees and assigns. Without limiting the
generality of the foregoing clause (iii) the Pledgee may
assign or otherwise transfer the Note to any other person or
entity, and such other person or entity shall thereupon become
vested with all the benefits in respect thereof granted to the
Pledgee herein or otherwise. Upon the payment in full of the
Obligations, the Pledgor shall be entitled to the return, upon
its request and at its expense, of such of the Pledged
Collateral as shall not have been sold or otherwise applied
pursuant to the terms hereof. If any of the Pledged Collateral
is owned by more than one person, then Pledgee may deliver
such Pledged Collateral to any one or more of such persons,
whose receipt shall be binding on all such persons.
SECTION 10. Reasonable Care. The Pledgee shall be
deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if
the Pledged Collateral is accorded treatment substantially
equal to that which the Pledgee accords its own property, it
being understood that the Pledgee shall not have
responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Pledged Collateral, whether
or not the Pledgee has or is deemed to have knowledge of such
matters, or (ii) taking any necessary steps to preserve rights
against any parties with respect to any Pledged Collateral. 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
any Pledgor or to any claim or action against the Pledgee.
SECTION 11. Special Compliance Covenants. Without
limiting the generality of any other provision of this
Agreement or the Note, the Pledgor covenants that the Pledgor
and SyCom will at all times be in substantial and material
compliance with applicable statutes, rules, regulations, and
guidelines. Without limiting the generality of the foregoing,
each of the following shall in and of itself be conclusive
evidence of the Pledgor's and/or SyCom's failure to maintain
substantial and material compliance with applicable statutes,
rules, regulations, and guidelines:
(a) the Pledgor's or SyCom's intentional
violation of any law, regulation, rule,
or guideline; or
(b) the Pledgor's or SyCom's intentional
failure to comply with any directive or
order of any applicable regulatory agency
(including government agencies) or board
or any court (within the time period
permitted in such directive or order, if
any); or
(c) if any applicable regulatory agency
(including government agencies) or board
or court shall conclude that the Pledgor
or SyCom has failed to maintain
substantial and material compliance with
applicable statutes, rules, regulations,
guidelines, orders, or directives, or has
engaged in unsafe or unsound practices;
or
(d) the imposition of any material fine
or other material civil or criminal
penalty upon the Pledgor or SyCom or any
of the officers of the Pledgor or SyCom
for failure to comply with any applicable
law, regulation, rule, guideline, order,
or directive.
SECTION 12. Special Financial and Reporting Covenants.
Without limiting the generality of any other provision of this
Agreement or the Note the Pledgor covenants as follows:
(a) (i) the Pledgor shall provide to the
Pledgee complete quarterly and annual
financial statements, all prepared in
accordance with generally accepted
accounting principles applied on a
consistent basis with annual financial
statements of Pledgor audited by the
Pledgor's certified public accountants,
and (ii) SyCom shall provide to the
Pledgee quarterly and annual financial
statements to the extent and in the form
in which internal, unaudited financial
statements for SyCom are prepared, all of
which shall be provided to the Pledgee
within the earlier of (x) five (5) days
after the completion or issuance thereof,
or (y) in the case of annual reports,
within ninety (90) days after the last
day of the fiscal year, or (z) in the
case of quarterly reports, within forty-
five (45) days after the last day of the
fiscal quarter;
(b) the Pledgor shall on a quarterly
basis within 45 days after the last day
of each fiscal quarter submit to the
Pledgee statements of compliance with
this Agreement in form and substance
satisfactory to the Pledgee, which
statements shall be certified as true and
complete by the Chairman of the Pledgor;
(c) except only for transfers of funds
to the Pledgor's bank account to
facilitate the payment of routine
payrolls of SyCom, EISI and the Pledgor
in the ordinary course of SyCom's
business, SyCom shall not make any
material inter-company transfer of assets
without the prior written consent of the
Pledgee; and except only for purchase
money financing and "sale-leaseback"
transactions to facilitate the sale or
transfer by SyCom to its customers of
computer hardware in which SyCom takes or
retains a perfected purchase money
security interest in or title to the
goods sold or leased in the ordinary
course of SyCom's business, SyCom shall
not make any substantial or material
loans or pledge SyCom assets to secure
loans to SyCom or others without the
prior written consent of the Pledgee,
which consent in each case shall not be
unreasonably withheld;
(d) the Pledgor shall maintain policies
of fire, theft, and public liability
insurance covering itself and SyCom for
its agents, properties and facilities in
commercially reasonable form, substance,
and amount with reputable insurers;
(e) SyCom shall maintain its material
properties in good working condition and
repair at all times; and
(f) the Pledgee shall be permitted to
conduct periodic reviews of the financial
and operating conditions of the Pledgor
and the Pledgor's subsidiaries, and of
the Pledgor's and SyCom's compliance with
the provisions of the Pledge Agreement,
and Pledgor and its subsidiaries shall
provide such reasonable assistance and
information in the course of such reviews
as the Pledgee may request.
SECTION 13. Remedies Upon Default. If a Default (that
is, an Event of Default under the Note or a default under any
Obligation hereunder which is not cured within ten (10) days
after delivery of written notice by the Pledgee to the
Pledgor) shall have occurred, the Pledgee may sell the Pledged
Collateral, or any part thereof, at public or private sale,
for cash, upon credit or for future delivery as the Pledgee
shall deem appropriate, subject to compliance with Federal
Securities Laws (as hereinafter defined) and applicable Blue
Sky laws. The Pledgee shall be authorized at any such 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 for investment and not with
a view to the distribution or sale thereof, and upon
consummation of any such sale the Pledgee shall have the right
to assign, transfer and deliver to the purchaser or purchasers
thereof the Pledged Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely, free
from any claim or right on the part of the Pledgor, and the
Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and appraisal which the Pledgor now
has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted.
The Pledgee shall give the Pledgor at least forty-five
(45) days' written notice (which the Pledgor agrees is
reasonable notice within the meaning of Section 9-504(3) of
the Uniform Commercial Code) of the Pledgee's intention to
make any sale of Pledged Collateral owned by the Pledgor.
Such notice, in the case of a public sale, shall state the
time and place for such sale. 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 state in
the notice 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
(in its sole and absolute discretion) determine. The Pledgee
shall not be obligated to make any sale of any Pledged
Collateral if it shall determine not to do so, regardless of
the fact that notice of sale of such Pledged Collateral shall
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 any 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 purchaser or
purchasers thereof, but the Pledgee shall not incur any
liability 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 notice to the Pledgor as set forth in the first
sentence of this paragraph. At any public sale made pursuant
to this Section, Pledgee may bid for or purchase, free (to the
extent permitted by law) from any right of redemption, stay or
appraisal on the part of the Pledgor (all said rights being
also hereby waived and released to the extent permitted by
law), the Pledged Collateral or any part thereof offered for
sale and may make payment on account thereof by using any
claim then due and payable to Pledgee from the Pledgor as a
credit against the purchase price, and Pledgee may, upon
compliance with the terms of sale, hold, retain and dispose of
such property without further accountability to the Pledgor
therefor. For purposes hereof, a written agreement to purchase
the Pledged Collateral or any portion thereof 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 the Pledged Collateral or any
portion thereof subject thereto, notwithstanding the fact that
after the Pledgee shall have entered into such an agreement
all Events of Default shall have been remedied and the
Obligations paid in full. As an alternative to exercising the
power of sale herein conferred upon it, the Pledgee may
proceed by a suit or suits at law or in equity to foreclose
this Agreement and to sell the Pledged Collateral or any
portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a
proceeding by a court-appointed receiver.
To the extent permitted by applicable law, the Pledgee
shall have absolute discretion as to the time of application
of any such proceeds, moneys or balances in accordance with
this Agreement. Upon any sale of the Pledged Collateral by the
Pledgee (including, without limitation, a sale pursuant to a
power of sale granted by statute or under a judicial
proceeding), the receipt of the Pledgee or of the officer
making the sale shall be a sufficient discharge to the
purchaser or purchasers of the Pledged Collateral being sold,
and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over
to the Pledgee or such officer or be answerable in any way for
the misapplication thereof.
SECTION 14. Securities Act, etc. In view of the
position of the Pledgor in relation to the Pledged Collateral
owned by it, or because of other present or future
circumstances, a question may arise under the Securities Act
of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and
all such similar statutes as from time to time in effect being
called the "Federal Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. The
Pledgor understands that compliance with the Federal
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, 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
under applicable Blue Sky or other state securities laws or
similar laws analogous in purpose or effect. Under applicable
law, in the absence of an agreement to the contrary, the
Pledgee might be held to have certain general duties and
obligations to the Pledgor, as pledgor, to make some effort
toward obtaining a fair price even though the obligations of
the Pledgor may be discharged or reduced by the proceeds of a
sale at a lesser price. The Pledgor clearly understands that
the Pledgee is not to have any such general duty or obligation
to the Pledgor, and the Pledgor will not attempt to hold the
Pledgee responsible for selling all or any part of the Pledged
Collateral at an inadequate price even if the Pledgee shall
accept the first offer received or does not approach more than
one possible purchaser. Without limiting the generality of the
foregoing, the provisions of this section would apply if, for
example, the Pledgee were to place all or any part of the
Pledged Collateral for private placement by an investment
banking firm, or if such investment banking firm purchased all
or any part of the Pledged Collateral for its own account, or
if the Pledgee placed all or any part of the Pledged
Collateral privately with a purchaser or purchasers. The
provisions of this section will apply notwithstanding the
existence of a public or private market upon which the
quotations or sales prices may exceed substantially the price
at which the Pledgee sells all or any part of the Pledged
Collateral.
SECTION 15. Expenses. If the Pledgor fails to perform
any agreement contained herein, the Pledgee may itself
perform, or cause performance of, such agreement, and the
expenses of the Pledgee incurred in connection therewith shall
be payable by the Pledgor under this Section. To the extent
that the Pledgee fails to pay, the Pledgor will upon demand
pay to the Pledgee the amount of any and all reasonable
expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, which the Pledgee may
incur in connection with (i) the administration of this
Agreement, (ii) the custody or preservation of, or the sale
of, collection from, or other realization upon, any of the
Pledged Collateral, (iii) the exercise or enforcement of any
of the rights of the Pledgee hereunder or (iv) the failure by
the Pledgor to perform or observe any of the provisions
hereof.
SECTION 16. Security Interest Absolute. All rights of
the Pledgee and the security interest hereunder, 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 agreement or instrument
relating thereto;
(b) any change in the time, manner or place
of payment of, or in any other term of, all or any
of the Obligations, or any other amendment or
waiver of or any consent to any departure from the
Note;
(c) any exchange, release or non-perfection
of any other collateral, or any release or
amendment or waiver of or consent to departure from
any guaranty, for all or any of the Obligations; or
(d) any other circumstance which might
otherwise constitute a defense available to, or a
discharge of, the Pledgor in respect of the
Obligations or in respect of this Agreement.
SECTION 17. Amendments, Etc. 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 Pledgee,
and the Pledgor, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given.
SECTION 18. Notices. Any notice or other communication
to be delivered hereunder shall be deemed sufficiently given
if in writing and delivered personally or mailed by certified
mail, postage prepaid, if to the Pledgor, at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and if to the
Pledgee, addressed to it at the address first set forth above,
unless in each case the Pledgor or the Pledgee has notified
the other in writing of a different address.
SECTION 19. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
District of Columbia (but not including the choice of law
rules thereof). The Pledgee hereby irrevocably submits to the
jurisdiction and venue of the Courts sitting in the District
of Columbia with respect to any action or proceeding to
interpret or enforce this Agreement. Unless otherwise defined
herein or in the Note, terms defined in Article 9 of the
Uniform Commercial Code in the District of Columbia are used
herein as therein defined.
SECTION 20. Severability. If any provision hereof is or
shall at any time be invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed
in favor of the Pledgee in order to carry out the intentions
of the parties hereto as nearly as may be possible; and (ii)
the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
SECTION 21. SyCom Systems, Inc. SyCom executes this
Agreement to evidence its consent and agreement to those
provisions of this Agreement that pertain to SyCom. The
Pledgor agrees that a default by SyCom under any provision of
this Agreement pertaining to SyCom shall be deemed, upon the
giving of notice and expiration of the cure period referred to
in Section 13 hereof, a Default entitling the Pledgee to
exercise its rights and remedies against the Pledgor and with
respect to the Pledged Collateral hereunder.
IN WITNESS WHEREOF, the Pledgor and SyCom, acting by and
through their duly authorized officers, have caused this
Agreement to be duly executed, under seal, and delivered as of
the date first above written.
ATTEST: HADRON, INC.
/S/ S. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /S/ ▇.▇. ▇▇▇▇▇▇▇
Name: S. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇▇▇
Title: Secretary Title: Chief Executive Officer
[SEAL]
ATTEST: SYCOM SERVICES, INC.
/S/ S. ▇▇▇▇▇ ▇▇▇▇▇▇ By: /S/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: S. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Secretary Title: President
[SEAL]
Accepted as of this 1st day of
November, 1996.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Partner
EXHIBIT A TO PLEDGE AGREEMENT DATED NOVEMBER 1, 1996 BETWEEN
HADRON, INC. AND ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.P.
PLEDGED SHARES
NUMBER OF
ISSUER CERTIFICATE(S) SHARES
SyCom Services, Inc. No. 1 3,000