d
EXHIBIT 2.4
SECURITY PLEDGE AGREEMENT
This Security Pledge Agreement ("SECURITY PLEDGE AGREEMENT") is entered
into between OSP Publishing, Inc. ("SELLER") on the one hand and Xxxxxxx
XxXxxxxx, an individual ("XXXXXXXX"), on the other, and Xxxxxxx X. Xxxxxx
("XXXXXX") and Xxxxxxx X. Xxxxx ("XXXXX") jointly as joint pledgeholder
(collectively "PLEDGEHOLDER"), on this 31st day of December, 1996.
RECITALS
A. Concurrently herewith, Xxxxxxx XxXxxxxx, Inc. ("COMPANY") has entered
into an Agreement for Purchase and Sale of Stock (the "AGREEMENT") with
Seller pursuant to which Seller has agreed, among other things, to sell all
of its outstanding shares of common stock in Company upon the terms and
conditions as set forth in said Agreement.
B. Said Agreement provides in part for a payment by Company to Seller in
the amount of One Million Five Hundred Seventy-Five Thousand Dollars
($1,575,000.00), composed of a cash payment in the amount of Four Hundred
Seventeen Thousand Dollars ($417,000.00) and the delivery of a Promissory
Note in the amount of One Million One Hundred Fifty-Eight Thousand Dollars
($1,158,000.00) ("PROMISSORY NOTE").
C. Upon the Closing of the transaction, as that term is defined in the
Agreement, XxXxxxxx shall own one hundred percent (100%) of the outstanding
common stock of the Company.
D. As security for the performance by Company of its obligations under
the Promissory Note, XxXxxxxx hereby agrees to personally guaranty the
obligations of Company under the terms of the Promissory Note and to grant a
security interest to Seller in fifty one percent (51%) of the outstanding
shares of Company's common stock owned by him to secure said personal
guaranty upon the terms, covenants and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein and with the intent of being
legally bound hereby, the parties hereto agree as
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follows:
1. RECITALS.
The foregoing recitals are incorporated herein by reference.
2. PERSONAL GUARANTY.
XxXxxxxx shall execute a Limited Continuing Guaranty (Non-Recourse)
(the "GUARANTY") in the form of Schedule 2.
3. SECURITY.
XxXxxxxx hereby grants to Seller a security interest in two hundred
forty-nine and nine-tenths (249.90) shares representing fifty-one percent
(51%) of the outstanding shares of Company's common stock owned by XxXxxxxx
("PLEDGED SHARES" or "STOCK"), to secure his full performance under the terms
of said Guaranty.
4. ENDORSEMENT.
The parties hereby agree that the Pledged Shares shall be endorsed by
XxXxxxxx to the pledgeholder named herein, who shall hold said Pledged Shares
during the terms of this Security Pledge Agreement, together with stock
assignments executed in blank by XxXxxxxx.
5. TERMS AND CONDITIONS.
Seller shall retain a security interest in the Pledged Shares on the
following terms and conditions:
5.1 Certificates evidencing the foregoing Pledged Shares shall be
held by Xxxxxx and Xxxxx, (the "PLEDGEHOLDER") pursuant to the terms of this
Agreement and as agent for Seller pursuant to California Commercial Code
Section 9305. Such Certificates shall be endorsed in blank.
5.2 In the event there shall occur a default by XxXxxxxx in the
performance of his obligations called for under the said Guaranty, Seller
shall have all the rights and remedies of a secured party with respect to the
Pledged Shares as provided in the
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California Uniform Commercial Code.
5.3 Seller's security interest in the Pledged Shares shall terminate
upon complete discharge by Company of its payment obligation under the
aforementioned Promissory Note; in such event, all such Pledged Shares shall
be delivered by the Pledgeholder to XxXxxxxx.
6. REPRESENTATIONS AND WARRANTIES OF XXXXXXXX.
XxXxxxxx makes the following representations and warranties (which
representations and warranties shall survive the execution of this
Agreement), each of which (i) is material and is being relied upon by Seller;
(ii) is true in all material respects as of the date hereof; and (iii) shall
be true as of the date of the Closing Date:
6.1 XxXxxxxx is the sole owner of the Stock, free and clear of all
liens, encumbrances, claims, rights, demands, agreements and covenants.
6.2 XxXxxxxx has entered into no commitments or agreements with any
governmental or nongovernmental person or entity affecting the Stock.
6.3 Neither this Agreement, nor any document or instrument to be
delivered hereunder, including but not limited to the transfer, assignment
and sale of the Stock violates or shall violate any oral or written contract
or agreement to which XxXxxxxx is a party.
6.4 XxXxxxxx is the sole owner of and has not previously assigned
or transferred any of his Causes of Action (as defined herein) against Seller.
6.5 The Stock is, and will be, on deposit hereunder, duly and
validly pledged in accordance with the law, and that the pledge of the Stock
pursuant to this Agreement creates a valid and perfected first priority
security interest therein, securing the obligations of XxXxxxxx under this
Agreement. XxXxxxxx agrees to defend the Seller's right, title, lien and
security interest in and to the Stock against all claims and demands of all
persons whomsoever. XxXxxxxx also represents and warrants to the Seller
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that the Seller has, and will have on deposit hereunder, good title to all of
the Stock, free and clear of all claims, mortgages, pledges, liens,
encumbrances and security interests of every nature whatsoever (other than
the lien created hereunder), and that no consent or approval of any
governmental or regulatory authority is necessary to the validity of this
pledge.
6.6 XxXxxxxx shall not sell or transfer any other shares of capital
stock of the Company, now owned or hereafter acquired, including, without
limitation, any rights to receive common, preferred or convertible shares.
6.7 (i) the authorized capital stock of the Company is comprised
solely of 1,000 shares of common stock, Four Hundred Ninety (490) of which
are issued and outstanding; (ii) XxXxxxxx owns a total of 490 shares of stock
in the Company (including the Stock); (iii) there are no outstanding options,
warrants, convertible instruments or other rights to acquire common stock or
any other capital stock of the Company ("STOCK RIGHTS"); and (iv) the issued
and outstanding shares of the Company have been validly and duly issued and
are not subject to any preemptive rights, voting trust agreements or other
contracts, agreements or arrangements restricting voting or dividend rights
or transferability.
7. DEFAULT.
The occurrence of any of the following events shall constitute
default under this Security Pledge Agreement which default shall be effective
upon five (5) business days notice except for a payment obligation where no
notice need be given (an "EVENT OF DEFAULT"):
7.1 Representation and Warranty Untrue. Any repre- sentation or
warranty made by XxXxxxxx in this Security Pledge Agreement or the Guaranty
(collectively, the "CLOSING DOCUMENTS") shall have been false or misleading
as of the time when made.
7.2 Failure to Perform. XxXxxxxx fails to perform or observe any
term, condition, covenant, obligation or agreement to be performed or
observed by him under the Closing Documents.
7.3 Corporate Existence. The Company ceases to preserve
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and maintain its corporate existence, rights and franchises; its good
standing in the State of California; and its qualification as a foreign
corporation in each jurisdiction in which such qualification is required, or
where the failure to qualify would have a material adverse effect upon the
Company.
7.4 Amendment of Articles or Bylaws. Without the prior written
consent of Seller thereto, the Company amends, modifies or repeals its
Articles of Incorporation or its Bylaws.
7.5 Compensation. The Company pays more than a reasonable salary or
gives any emolument not commensurate with value of services performed, to any
director, officer, employee, consultant or agent of the Company or its
subsidiaries, if any. Payments made by Company consistent with past business
practices shall be considered reasonable.
7.6 Issuance of Shares. The Company issues, repurchases or redeems
any shares of the Company's stock or other capital stock of the Company
(other than as set forth in the Agreement of this even date), or any option
or warrant or security convertible into capital stock of the Company.
7.7 Affiliate Transactions. XxXxxxxx and his Affiliates enter into
any transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or asset; or loan, advance, guaranty or assumption
of any kind) with the Company or any Company Affiliate. "Affiliate" is
defined as any family member, no matter how remote the family tie, or any
individual, corporation, partnership, trust, organization or other entity
controlled by or under common control with, directly or indirectly, XxXxxxxx
or the Company, as the case may be.
7.8 Material Disposition. The Company disposes by sale, lease or
otherwise all or any substantial portion of its property or assets.
7.9 Merger. The Company, without Seller's prior written consent,
acquires all or substantially all of the assets of another business, or
consolidates or merges into or with any other corporation or business entity,
enters into a binding agreement for such acquisition, consolidation or merger.
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7.10 Bankruptcy.
i. A petition is filed against the Company or XxXxxxxx under any
state or federal bankruptcy, reorganization, insolvency or receivership law
of any jurisdiction and is not dismissed within sixty (60) days after such
filing;
ii. The Company or XxXxxxxx takes affirmative steps to prepare to
file, or files, a petition in bankruptcy or seeking relief under any
reorganization, insolvency or receivership law of any jurisdiction.
iii. The Company or XxXxxxxx makes an assignment for the benefit of
its creditors, is unable to pay its debts generally as they become due, or
consents to the appointment of a receiver, trustee or liquidator of any of
its property.
7.11 At any time after an Event of Default, the Seller may, by notice
to the Pledgeholder and XxXxxxxx of an uncured Event of Default, cause all or
any of the Pledged Stock to be transferred to or registered in its name or
the name of its nominee or nominees. The Pledgeholder shall have the
authority to transfer the Pledged Stock to Seller on the Company's books and
records and shall deliver the Pledged Stock to the Seller upon the
Pledgeholder's receipt of such notice from the Seller.
7.12 So long as there shall exist a condition, event or act which,
with notice and lapse of time, would constitute a breach, default or an event
of default under any of the obligations under the Guaranty (the
"OBLIGATIONS"), the Seller shall be entitled to exercise all voting power
with respect to the Stock and to receive and retain, as additional Stock
hereunder, any and all dividends and interest at any time and from time to
time declared or paid upon any of the Stock.
7.13 Any cash received and retained by the Pledgeholder hereunder
pursuant to the foregoing provisions may at any time and from time to time be
applied (in whole or in part) by the Seller, at its option, to any payments
due under the Obligations as follows:
FIRST, to the payment of late charges, if any, and interest accrued
on the Obligations;
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SECOND, to the payment of all Obligations then due and payable other
than those specified in clause First above (the allocation of such payment to
be made by the Seller in its sole discretion); and
THIRD, to pay the remainder, if any, to DeSantis or such other person
as Seller and/or Pledgeholder reasonably determine may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.
7.14 Notwithstanding any other provision of this Security Pledge
Agreement, upon receipt by the Pledgeholder of written instructions signed by
or on behalf of XxXxxxxx and the Seller, the Pledgeholder shall make any
other payment or delivery of the Stock then held hereunder as may be
specified in such instructions.
7.15 If there is an uncured Event of Default, XxXxxxxx hereby
appoints the Seller as XxXxxxxx'x attorney-in-fact for the purpose of
carrying out the provisions of this Security Pledge Agreement and taking any
action and executing any instrument which either XxXxxxxx or Seller may deem
necessary or advisable to accomplish the purposes hereof. Without limiting
the generality of the foregoing, the Seller shall have the right and power to
receive, endorse and collect all checks and other orders for the payment of
money made payable to XxXxxxxx representing any interest or dividend or other
distribution payable in respect of the Stock or any part thereof and to give
full discharge for the same.
7.16 XxXxxxxx shall not, without the prior written consent of
Seller, vote in favor of or allow any of the following actions of the Company
or enter into any agreement to : (i) amend the Company's Articles of
Incorporation or bylaws; (ii) sell any capital asset, or group of assets, of
the Company with a value of more than twenty-five thousand dollars
($25,000.00), in a single transaction or a series of transactions outside the
ordinary and regular course of business consistent with past business
practices; (iii) undertake any Reorganization or Short-Form Merger (as those
terms are defined in California Corporations Code Sections 181 and 187,
respectively); or (iv) undertake any other corporate action for which
shareholder approval is required by the California General Corporate Law.
7.17 In case, upon the dissolution or liquidation (in
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whole or in part) of the Company, any sum shall be paid as a liquidation
dividend or otherwise upon or with respect to any of the Stock, and in case
any sum shall be paid on account of the principal of any of the Stock which
shall be an obligation, such sum shall be paid over to the Pledgeholder, to
be held by the Pledgeholder as additional Stock hereunder. In case any stock
dividend shall be declared on any of the Stock, or any shares of stock or
fractions thereof shall be issued pursuant to any stock split involving any
of the Stock, or any distribution of capital shall be made on any of the
Stock, or any shares, obligations or other property shall be distributed upon
or with respect to the Stock pursuant to a recapitalization or
reclassification of the capital, or pursuant to the dissolution, liquidation
(in whole or in part), bankruptcy or reorganization, or to the merger or
consolidation with or into another corporation, of the Company, the shares,
obligations or other property so distributed shall be delivered to the
Pledgeholder, to be held by it as additional Stock hereunder, and all of the
same shall constitute Stock for all purposes hereof.
7.18 Upon payment in full of the Promissory Note and any other
amounts due and payable in connection with the Obligations, XxXxxxxx shall be
entitled to the return of the Stock. This Agreement and the obligations
hereunder shall terminate at the time when all of the Stock held hereunder
has been delivered by the Pledgeholder as provided in this Security Pledge
Agreement.
8. COVENANTS OF XXXXXXXX.
8.1 Dilution. XxXxxxxx shall not, without the prior written consent
of Seller, cause the Company to take, or vote in favor of, any action or
enter into any agreement to (i) issue, sell, or otherwise dispose of any
shares of capital stock in the Company; (ii) acquire any of the shares of
capital stock in the Company; or (iii) grant or accept any Stock Rights.
8.2 Continuous Security Interest. XxXxxxxx hereby agrees that,
until performance in full of all of the Obligations (as defined herein), and
the covenants, conditions and agreements of XxXxxxxx hereunder, all rights,
powers and remedies granted to Seller hereunder shall continue to exist and
may be exercised by Seller at any time and from time to time.
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8.3 Waiver of Notice. XxXxxxxx hereby agrees that Seller shall be
under no duty or obligation whatsoever to make or give any presentments,
demands for performance, notice of nonperformance, protests, notice of
protest or notices of dishonor hereunder or in connection with the Stock or
any obligations, evidences of indebtedness at any time constituting any part
of the Stock, or in connection with the Guaranty, the Obligations or other
obligations secured hereby except as herein provided.
8.4 Waiver of Marshaling Rights. XxXxxxxx hereby waives any right
to require Seller to proceed against any person, proceed against or exhaust
any Stock or pursue any other remedy in Seller's power, or to pursue any of
such rights, if any, in any particular order or manner, and waives any
defenses arising by reason of any disability or other defense of any other
person.
8.5 Other Waivers. XxXxxxxx hereby waives all pro- visions of the
California Uniform Commercial Code pertaining to pledges and sales to the
extent contrary hereto (excepting those provisions incorporated herein).
8.6 No Transfer, Further Encumbrance, Etc. XxXxxxxx hereby agrees
not to directly or indirectly assign, transfer or convey or further encumber
the Stock or any part thereof or interest therein without the prior written
consent of Seller.
8.7 Further Assurances. Upon demand, XxXxxxxx will execute and
deliver to Seller such instruments and documents as Seller may deem
reasonably necessary or advisable to confirm or perfect the rights of Seller
under this Agreement and Seller's interest in the Stock. XxXxxxxx will take
all necessary action to preserve and protect the security interest created
hereby as a first lien and encumbrance upon the Stock.
8.8 Protection of Security; Notice of Levy. XxXxxxxx shall, at his
own cost and expense take any and all actions necessary to defend title to
the Stock and to defend Seller's interest in the Stock and the priority
thereof, against all claims and demands. XxXxxxxx will promptly notify
Seller of any attachment or other legal process levied against any of the
Stock.
8.9 Taxes, Claims and Liens. XxXxxxxx shall pay when due all taxes,
assessments or charges upon the Stock.
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8.10 Notice of Default. XxXxxxxx will promptly notify Seller in
writing of the occurrence of any event of default hereunder, no later than
three (3) business days after said occurrence.
8.11 No Dissolution. XxXxxxxx shall not voluntarily liquidate,
dissolve or otherwise wind up the Company's affairs without first satisfying
in full all the Obligations.
9. RELEASES.
Except for the specific obligations, representations and warranties
of the parties pursuant to this Security Pledge Agreement, or any other
document or instrument to be delivered in connection with the Agreement, and
except as otherwise provided herein, Seller on the one hand, and XxXxxxxx on
the other hand, for itself and himself and for its and his agents, servants,
employees, shareholders, subsidiaries, officers, directors, attorneys,
accountants, agents, successors, and assigns, forever release and discharge
each and all of the other parties hereto, and their respective agents,
servants, employees, shareholders, subsidiaries, officers, directors,
attorneys, accountants, agents, successors, and assigns, from any and all
claims, demands, debts, liabilities, accounts, obligations, costs, damages,
losses, expenses, liens, actions or causes of action, rights of indemnity
(legal or equitable), rights to subrogation, rights to contributions and
remedies of any nature whatsoever (collectively the "CAUSES OF ACTION"),
known or unknown which each of the parties had, now has or has acquired at
any time prior to the date of the execution of this Security Pledge
Agreement, including specifically but not exclusively and without limiting
the generality of the foregoing, any and all claims, damages, demands and
causes of action, known or unknown, suspected or unsuspected, by each of
them, including specifically but not exclusively and without limiting the
generality of the foregoing: (i) any agreements between Seller and XxXxxxxx;
(ii) the Company's past, present and future profits; or (iii) arising out of
or in any way connected with any loss, damage or injury whatsoever, known or
unknown, suspected or unsuspected, relating to any act or omission by or on
the part of any party committed or omitted prior to the date hereof.
10. WAIVER OF CIVIL CODE Section 1542.
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The parties acknowledge that a risk exists that subsequent to the
execution of this Security Pledge Agreement, each party may incur or suffer
losses, damages or injuries which are in some way caused by circumstances or
events referred to above, but which were unknown or unanticipated at the time
this Security Pledge Agreement was executed. Each party does hereby assume
the foregoing risks and agrees that this Security Pledge Agreement shall
apply to all unknown or unanticipated results of the transactions and
occurrences described above, as well as those known and anticipated, and on
the advice of counsel, each party does knowingly waive any and all rights and
protections under California Civil Code Section 1542, which section has been
duly explained and reads as follows:
A general release does not extend to the claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
11. GOVERNING LAW.
This Security Pledge Agreement is to be governed by and construed in
accordance with the laws of the State of California. Any suit brought herein
shall be brought in any State or Federal Court located in Los Angeles,
California, and all parties hereto waive any claim or defense that such forum
is not convenient or proper.
12. NOTICES.
All notices, requests and other communication hereunder shall
be in writing and shall be delivered by courier or other means of personal
service or sent by overnight mail or registered or certified mail, return
receipt requested, addressed to:
If to XxXxxxxx: Xxxxxxx XxXxxxxx
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
With copy to: Xxxxxxx X. Xxxxx, Esquire
Katz, Hoyt, Xxxxxx & Xxxxx LLP
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00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000
If to Seller: OSP Publishing, Inc.
Attn: Xxxxxxx Xxxx
and Xxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxx
Xxxx, XX 00000
With copy to: Xxxxxxx X. Xxxxxx, Esquire
Xxxxxx, Xxxxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxxxx Xxxx.
Xxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
If to Pledgeholder: Xxxxxxx X. Xxxxx, Esquire
Katz, Hoyt, Xxxxxx & Xxxxx LLP
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000-0000 AND
Xxxxxxx X. Xxxxxx, Esquire
Xxxxxx, Xxxxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxxxx Xxxx.
Xxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
All notices, requests and other communication shall be deemed given
on the date of delivery if given by personal service (with confirmation
notice) or if sent by overnight mail or registered mail, return receipt
requested, upon delivery to the address set forth above. Any party may
change their address for notices, requests and other communication by giving
notice in the manner specified above.
13. PLEDGEHOLDER LIABILITY.
13.1 The Pledgeholder shall not be responsible for the genuineness
of any certificate or signature, and may rely conclusively upon, and shall be
protected when acting upon, any notice, affidavit, request, consent,
instruction, check, or other
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instruments believed by the Pledgeholder, in good faith, to be genuine, or to
be signed or presented by the proper person, or duly authorized, or properly
made. The Pledgeholder shall have no responsibility except for the
performance of his express duties hereunder, and no additional duties shall
be inferred or implied thereby. The Pledgeholder shall not be responsible or
liable for any act or omission on their part in performance of their duties
as Pledgeholder under this Agreement, unless such act or omission constitutes
bad faith, gross negligence, or fraud. Pledgeholder shall not be required to
institute or defend any actions involving any matters referred to herein, or
which affects their duties or liabilities hereunder unless or until requested
to do so by any party to this Security Pledge Agreement, and then only upon
receiving full indemnity, in character satisfactory to the Pledgeholder,
against any and all claims, liabilities and expenses in relation thereto.
13.2 The acceptance by the Pledgeholder of their duties under this
Agreement is subject to the following terms and conditions, which shall
govern and control with respect to its rights, duties, liabilities and
immunities:
(a) The duties of the Pledgeholder are only such as are herein
specifically provided, being purely ministerial in nature and no additional
duties shall be inferred here from or implied hereby. The Pledgeholder shall
incur no liability whatsoever to the Seller, XxXxxxxx or otherwise, except
for its own willful misconduct or gross negligence.
(b) The Pledgeholder shall be under no responsibility in
respect of any of the items deposited with them other than to follow the
provisions of this Agreement. The Pledgeholder may consult with counsel and
shall be fully protected in any action taken or omitted in good faith, in
accordance with advice of such counsel except for willful misconduct or gross
negligence.
(c) The Pledgeholder shall not be required to defend any legal
proceedings which may be instituted against them in respect of the subject
matter of this Security Pledge Agreement unless requested to do so by the
Seller or XxXxxxxx and shall be fully indemnified by the requesting party or
parties to their
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satisfaction against the cost and expense of such defense. The Pledgeholder
shall not be required to institute legal proceedings of any kind.
(d) The Pledgeholder shall have no responsibility for the
genuineness, validity or value of any certificate, document or other item
deposited with or delivered to them, and the Pledgeholder shall be fully
protected in acting in accordance therewith except for willful misconduct or
gross negligence.
(e) In the event that the Pledgeholder shall be uncertain as
to its duties or rights hereunder, or shall receive instructions from the
Seller or XxXxxxxx with respect to the Stock that, in their opinion, are in
conflict with any of the provisions of this Security Pledge Agreement, the
Pledgeholder shall be entitled to refrain from taking any action until it
shall be directed otherwise in writing by both the Seller and XxXxxxxx or by
a final order of a court of competent jurisdiction.
(f) Notwithstanding any provision to the contrary contained in
any other agreement (excluding any amendment to this Security Pledge
Agreement) between any of the parties hereto, the Pledgeholder shall have no
interest in the Stock except as provided in this Security Pledge Agreement.
(g) In the event that any of the terms and provisions
(excluding any amendment to this Security Pledge Agreement) between any of
the parties hereto conflict or are inconsistent with any of the terms and
provisions of this Security Pledge Agreement, the terms and provisions of
this Agreement in respect of the rights and duties of the Pledgeholder shall
govern and control in all respects.
(h) Nothing in this Security Pledge Agreement shall be deemed
to prohibit the Pledgeholder from providing legal services or representation
to one or all of the parties to this Agreement in connection with any matter
whatsoever.
(i) The Pledgeholder may at any time by written notice given to
all parties to this Security Pledge Agreement resign their position under this
Security Pledge Agreement, whereupon the other parties to this Security Pledge
Agreement shall
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designate one or more persons to act as a successor. If such parties shall
fail to designate such a successor, such parties agree to apply to the
American Arbitration Association for the designation of a successor.
(j) The Pledgeholder shall not receive any compensation for
their services hereunder, except that XxXxxxxx agrees to reimburse the
Pledgeholder on demand for all necessary and ordinary expenses (including
reasonable attorneys' fees, whether for its own services as counsel or for
the services of other counsel which shall apply solely in the event of a
default) incurred by the Pledgeholder in the performance of their duties
hereunder.
14. ATTORNEYS' FEES.
In the event suit is commenced to enforce this Security Pledge
Agreement or otherwise related to this Security Pledge Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees and costs
incurred in connection therewith.
15. COUNTERPARTS.
This Security Pledge Agreement may be executed in any number of
counterparts, or by facsimile, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. A
facsimile signature shall have the same force and effect as though it were an
original signature.
16. CAPTIONS.
The Captions and headings used in this Security Pledge Agreement are
for convenience of reference only and shall not be deemed to alter or affect
any provision hereof.
17. FURTHER ASSURANCES.
The parties shall take action and execute and deliver such further
documents as may be reasonably necessary or appropriate to effectuate the
intentions of this Stock Pledge Agreement.
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18. SUCCESSORS AND ASSIGNS.
This Security Pledge Agreement shall be binding upon the parties and
their respective successors, assigns and legal representatives.
19. INTERPRETATION.
The parties each agree that each of them and their respective
counsel have reviewed this Security Pledge Agreement and participated in its
negotiation and preparation. Accordingly, the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
20. FINAL AGREEMENT.
This Security Pledge Agreement constitutes the entire agreement
among the parties pertaining to the subject matter contained herein and
therein, and supersedes all prior agreements, representations and
understandings of the parties.
21. NO MODIFICATION. No modification or amendment hereof shall be of
any force or effect unless in writing and executed by all the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Security Pledge
Agreement as of the date first set forth above.
"SELLER"
OSP Publishing, Inc.
By:/s/ XXXXXXX X. XXXX
---------------------------
Xxxxxxx X. Xxxx, President
"XXXXXXXX"
/s/ XXXXXXX XXXXXXXX
---------------------------
Xxxxxxx XxXxxxxx
(Signatures continued next page)
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"PLEDGEHOLDER"
/s/ XXXXXXX X. XXXXXX
---------------------------
Xxxxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXXX
---------------------------
Xxxxxxx X. Xxxxx
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