Exhibit 10.6
STOCK PLEDGE AGREEMENT
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This Stock Pledge Agreement (this "Agreement"), dated as of June 25,
2004, among Laurus Master Fund, Ltd. (the "Pledgee"), DataLogic International,
Inc., a Delaware corporation (the "Company"), and each of the other
undersigned pledgors (the Company and each such other undersigned pledgor, a
"Pledgor" and collectively, the "Pledgors").
BACKGROUND
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The Company has entered into a Securities Purchase Agreement, dated as of
June 25, 2004 (as amended, modified, restated or supplemented from time to
time, the "Securities Purchase Agreement"), pursuant to which the Pledgee
provides or will provide certain financial accommodations to the Company.
In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement, each
Pledgor has agreed to pledge and grant a security interest in the collateral
described herein to the Pledgee 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 Securities Purchase
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 Securities
Purchase Agreement and the Related Agreements referred to in the Securities
Purchase Agreement (the Securities Purchase Agreement and the Related
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 each Pledgor to the Pledgee
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 any
Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation,
obligations or indebtedness of each 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), each Pledgor hereby pledges, assigns,
hypothecates, transfers and grants a security interest to Pledgee 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 any 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;
(b) all additional shares of stock of any issuer (each, an
"Issuer") of the Pledged Stock from time to time acquired by any 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 Pledgee
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee
to deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to the Pledgee, in each case to be
held by the Pledgee, subject to the terms hereof. Upon an Event of Default
(as defined below) under the Note that has occurred and is continuing beyond
any applicable grace period, the Pledgee shall have the right, during such
time 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 Stock. In addition, the Pledgee 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 each Pledgor. Each Pledgor
jointly and severally represents and warrants to the Pledgee (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 each 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 any Pledgor;
(b) this Agreement constitutes the legal, valid, and binding
obligation of each Pledgor enforceable against each Pledgor in accordance with
its terms;
(c) (i) all Pledged Stock owned by each Pledgor is set forth on
Schedule A hereto and (ii) each 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;
(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 the Pledgee 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) each Pledgor has the requisite power and authority to enter
into this Agreement and to pledge and assign the Collateral to the Pledgee in
accordance with the terms of this Agreement.
(h) each Pledgor owns each item of the Collateral and, except for
the pledge and security interest granted to Pledgee 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 the Pledgee all rights of each
Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of
the shares of capital stock and other equity interests owned of each Issuer
owned by the respective Pledgor.
5. Covenants. Each Pledgor jointly and severally 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) No Pledgor will sell, assign, transfer, convey, or otherwise
dispose of its rights in or to the Collateral or any interest therein; nor
will any 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) Each Pledgor will, at its expense, defend Pledgee's right,
title and security interest in and to the Collateral against the claims of any
other party.
(c) Each Pledgor shall at any time, and from time to time, upon
the written request of Pledgee, execute and deliver such further documents and
do such further acts and things as Pledgee may reasonably request in order to
effect the purposes of this Agreement including, but without limitation,
delivering to Pledgee upon the occurrence of an Event of Default irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee. 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 Pledgee or its nominee to vote all shares of Collateral then
registered in each Pledgor's name.
(d) No Pledgor will 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 the Pledgee'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, the
Pledgee shall (i) be entitled to vote the Collateral, (ii) be entitled to give
consents, waivers and ratifications in respect of the Collateral (each Pledgor
hereby irrevocably constituting and appointing the Pledgee, with full power of
substitution, the proxy and attorney-in-fact of each Pledgor for such
purposes) and (iii) be entitled to collect and receive for its own use cash
dividends paid on the Collateral. No Pledgor shall be permitted to exercise
or refrain from exercising any voting rights or other powers if, in the
reasonable judgment of the Pledgee, such action would have a material adverse
effect on the value of the Collateral or any part thereof; and, provided,
further, that each Pledgor shall give at least five (5) days' written notice
of the manner in which such 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 the Pledgee to hold as Collateral and shall, if received by any
Pledgor, be received in trust for the benefit of the Pledgee, be segregated
from the other property or funds of any other Pledgor, and be forthwith
delivered to the Pledgee 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 the Pledgee upon the happening of any of the
following events:
(a) An "Event of Default" under any Document or any agreement or
note related to any Document shall have occurred and be continuing beyond any
applicable cure period;
(b) Any Pledgor shall default in the performance of any of its
obligations under any agreement between any Pledgor and Pledgee, including,
without limitation, this Agreement, and such default shall not be cured for a
period of fifteen (15) business days after the occurrence thereof;
(c) Any representation or warranty of any 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 and shall not be cured for a
period of fifteen (15) business days after the occurrence thereof;
(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 the Pledgee) 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 fifteen (15)
business days after the occurrence thereof; or
(e) Any 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 the Pledgee, the Pledgee 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 the Pledgee, 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 the Pledgee in its sole discretion may
determine, or as may be required by applicable law.
Each 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, the Pledgee 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 the Pledgee hereunder whether upon sale
of the Collateral or any part thereof or otherwise shall be held by the
Pledgee and applied by it as provided in Section 10 hereof. No failure or
delay on the part of the Pledgee 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. The Pledgee 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. The
Pledgee 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, Pledgee 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.
9. Private Sale. Each Pledgor recognizes that the Pledgee 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. Each 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. Each Pledgor
agrees that the Pledgee 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 the Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and
charges of the Pledgee and to the reimbursement of the Pledgee 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 Pledgee 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 the Pledgee 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, Section
9-504(1)(c) of the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgors 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, each Pledgor shall be jointly and severally liable for the
deficiency plus the costs and fees of any attorneys employed by Pledgee to
collect such deficiency.
11. Waiver of Marshaling. Each Pledgor hereby waives any right to
compel any marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee'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 any
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 the Pledgee in
reference to any of the Indebtedness. Each 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 such Pledgor had expressly agreed thereto in advance. No
delay or extension of time by the Pledgee in exercising any power of sale,
option or other right or remedy hereunder, and no failure by the Pledgee to
give notice or make demand, shall constitute a waiver thereof, or limit,
impair or prejudice the Pledgee's right to take any action against any Pledgor
or to exercise any other power of sale, option or any other right or remedy.
13. Expenses. The Collateral shall secure, and each Pledgor shall pay
to Pledgee 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 the Pledgee under this Agreement or
with respect to any of the Indebtedness.
14. The Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee. Upon the occurrence of an Event of Default, each Pledgor hereby
irrevocably constitutes and appoints the Pledgee as such Pledgor's true and
lawful attorney-in-fact, with full power of substitution, to execute,
acknowledge and deliver any instruments and to do in such Pledgor's name,
place and stead, all such acts, things and deeds for and on behalf of and in
the name of such Pledgor, which such Pledgor could or might do or which the
Pledgee 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 the Pledgee's name. Each 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 any Pledgor fails to perform any agreement herein contained,
the Pledgee may itself perform or cause performance thereof, and any costs and
expenses of the Pledgee incurred in connection therewith shall be paid by the
Pledgors as provided in Section 10 hereof.
15. Waivers.
(a) 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.
16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if the Pledgee 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 the
Pledgee, each Pledgor's obligations to the Pledgee shall be reinstated and
this Agreement shall remain in full force and effect (or be reinstated) until
payment shall have been made to Pledgee, 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 any 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 each Pledgor, and each
Pledgor's successors and assigns, and shall inure to the benefit of the
Pledgee 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 Securities
Purchase 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.
(g) EACH 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. EACH
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) 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]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
DATALOGIC INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title CFO
DATALOGIC CONSULTING, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title President
IPN COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title President
LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
Name: Xxxxx Grin
Title:
SCHEDULE A to the Stock Pledge Agreement
Pledged Stock
------------------------------------------------------------------------------
Class of Certificate Par Number of
Pledgor Issuer Stock Number Value Shares
------------------- ------------------ --------- ------------ ------ ---------
[Insert Pledgors
and Pledged Stock]
------------------- ------------------ --------- ------------ ------ ---------
Datalogic Datalogic Common
International, Inc. Consulting, Inc. Stock 101 0 1,000
------------------- ------------------ --------- ------------ ------ ---------
Datalogic IPN Common
International, Inc. Communications, Stock 201 0 510,000
Inc.
------------------- ------------------ --------- ------------ ------ ---------
