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EXHIBIT 7
**NOTE: PURSUANT TO INSTRUCTION 2 TO ITEM 601 OF REGULATION S-K, A
SCHEDULE OF MATERIAL DETAILS OF VARIOUS PLEDGE AND SECURITY AGREEMENTS
DIRECTLY FOLLOWS THIS FORM**
PLEDGE AND SECURITY AGREEMENT
This Pledge and Security Agreement (the "Agreement") is made and entered
into this 10th day of January 2001, by and between XXXXX XXXXX and XXXXX
XXXXX-MONEY, individuals ("Borrowers"), and INTERPRISE TECHNOLOGY PARTNERS, LP
(the "Secured Party").
R E C I T A L S:
WHEREAS, Borrower is the record stockholder of 281,000 shares (the
"Shares") of common stock, par value $.001 per share, of WORLD COMMERCE ONLINE,
INC., a Delaware corporation (the "Company"), such Shares being represented by
certificate number (the "Certificate"); and
WHEREAS, simultaneously herewith, Borrower has executed on behalf of
Secured Party that certain Promissory Note (the "Note") in the aggregate
principal amount of $85,100.00, dated of even date herewith; and
WHEREAS, Secured Party has required the execution and delivery of this
Agreement to provide security for the obligations of Borrower under the Note.
NOW, THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Pledge of Shares. Borrower hereby pledges his interest in the
Shares as security for his obligations under the Note and performance of all
obligations thereunder and under this Agreement. Secured Party shall have (and
is hereby granted) a security interest in the Shares (and any cash, shares of
capital stock in any other corporation or entity, or other property that the
Shares may be exchanged or substituted for or otherwise replaced with through a
share exchange, merger or otherwise and the related Certificate and all proceeds
thereof collectively, the "Collateral") in order to secure the obligations of
Borrower under this Agreement; provided, however, that in lieu of delivery of
the Certificate evidencing the Shares, or delivery of any other stock
certificate evidencing any other shares of capital stock received in exchange or
otherwise for the Shares, Borrower shall deliver simultaneously with the
execution hereof: (a) a Stock Power duly executed either in blank or in the name
of Secured Party; and (b) such other documents as Lender shall reasonably
require to perfect Lender's security interest in the Collateral.
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2. Ownership Rights. Unless a default has occurred under the Note
or this Agreement, Borrower shall have and enjoy all rights and attributes
relating to the Shares, including, without limitation, all voting rights and
rights to dividends and other distributions in respect thereof.
3. Adjustments. Notwithstanding anything herein to the contrary, in
the event that, during the term of this Agreement, any share dividend,
reclassification, readjustment or other change is declared or made in the
capital structure of the Company, all new, substituted and additional shares,
options or other securities issued with respect to the pledged Collateral by
reason of any such change shall be delivered to and held by the Secured Party
under the terms of' this Agreement in the same manner as the Collateral
originally pledged hereunder.
4. Events of Default: Secured Party's Remedies.
(a) In the event Borrower shall, following the date hereof:
(i) default in any of his material obligations under any of the terms of the
Note, this Agreement or any other instrument or agreement evidencing, securing
or otherwise executed in connection with the issuance of the Note (collectively,
the "Security Documents"), (ii) make an assignment for the benefit of his
creditors; (iii) commence proceedings in bankruptcy for the adjustment of any of
his debts under the Bankruptcy Code or under any law, whether state or Federal,
now or hereafter existing for the relief of debtors; (iv) have a receiver
appointed for any substantial part of his assets; (v) transfer a substantial
part of his property; or (vi) become insolvent or unable to pay debts as they
mature (each of the foregoing being an "Event of Default"), Secured Party shall
have the rights and remedies provided in the Florida Uniform Commercial Code in
effect on the date of this Agreement (the "Code"), and may sell any such
Collateral in any manner provided under the Code, and the proceeds of any such
sale shall be applied first to the expenses of such sale (including, but not
limited to, reasonable attorneys' fees incurred by Secured Party in connection
with any such default by Borrower) and the balance, if any, shall be paid to
Borrower. Further, following an Event of Default, Secured Party shall have the
right, but not the duty, to thereafter exercise all rights with respect to
voting privileges for the Shares and, upon notice from the Secured Party,
Borrower shall no longer exercise any voting rights with respect to the Shares,
or if so directed by the Secured Party, shall vote the Shares as directed by the
Secured Party.
(b) No delay or omission on the part of Secured Party in
exercising any right granted hereunder shall operate as a waiver of such right
or any other right. A waiver on any one occasion by Secured Party shall not be
construed as a bar to or waiver of any right on any future occasion. All rights
and remedies of Secured Party, whether granted herein or by the Note, shall be
cumulative and may be exercised separately or concurrently.
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5. Termination of Pledge; Release of Shares. The pledge created
hereby shall terminate upon the later of: (a) full payment or other satisfaction
by Borrower of all outstanding amounts owed by Borrower to Secured Party under
the Note; or (b) performance of all of Borrower's obligations under the Security
Documents. Upon termination of the pledge created hereby arising from such full
payment and satisfaction of obligations, Secured Party shall immediately release
its security interest in the Collateral and shall deliver to Borrower the
Certificate or other certificate and, if applicable, any stock powers relating
thereto, and any other Collateral remaining in Secured Party's possession.
6. Amendment. This Agreement may be amended at any time by a
writing that refers to this Agreement and is executed by each of the parties
hereto.
7. Entire Agreement. Except as expressly set forth herein or in an
instrument in writing signed by the party to be bound thereby that makes
specific reference to any of the Security Documents, this Agreement sets forth
the entire understanding of the parties hereto concerning the subject matter
hereof, and supersedes all prior contracts, arrangements, communications,
discussions, representations and warranties, whether oral or written, among the
parties relating to the subject matter of this Agreement.
8. Notices. All notices given under this Note shall be by: (a)
personal service; (b) first-class United States mail, postage prepaid; (c)
overnight delivery service, charges prepaid; or (d) telecopy or other means of
electronic transmission, if confirmed promptly by any of the methods specified
in clauses (a), (b), and (c) of this sentence, to the parties at the following
addresses:
If to Borrower:
Xxxxx Xxxxx and Xxxxx Xxxxx-Money
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
If to Lender:
Interprise Technology Partners, LP
0000 Xxxxxxxx Xxx Xxxxx, 00xx Xxxxx
Xxxxx, XX 00000
Fax: (000) 000-0000
Facsimile: (000) 000-0000
or to such other addresses as may be specified by like notice and shall be
deemed to have been duly given or made when delivered by personal service, five
days after deposited in the mails or one day after given to an overnight
delivery service.
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9. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida, without giving
effect to the principles of conflicts of law.
10. Severability. Each Section, subsection, and lesser section of
this Agreement constitutes a separate and distinct undertaking, covenant or
provision hereof. In the event that any provision of this Agreement shall
finally be determined to be unlawful, such provision shall be deemed limited by
construction in scope and effect to the minimum extent necessary to render the
same valid and enforceable, and, if such a limiting construction is not
possible, any such provision shall be deemed severed from this Agreement, but
every other provision of this Agreement shall remain in full force and effect.
11. Third Parties. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any other person or
entity other than the parties hereto any rights or remedies under or by reason
of this Agreement, except as otherwise provided in the Note.
12. Counterparts. This Agreement may be executed and delivered in
two or more counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same Agreement.
13. Waiver of Trial by Jury. THE PARTIES HEREBY MUTUALLY AGREE THAT
NEITHER PARTY, NOR ANY ASSIGNEE, SUCCESSOR HEIR, SPOUSE OR LEGAL REPRESENTATIVE
OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER REFERRED TO AS THE "PARTIES") SHALL
SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DOCUMENT, INSTRUMENT OR AGREEMENT EXECUTED IN CONNECTION HEREWITH, ANY RELATED
AGREEMENT OR INSTRUMENT OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG THE
PARTIES, OR ANY OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY
NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE,
CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO
EXCEPTIONS.
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IN WITNESS WHEREOF, the undersigned have executed this Pledge and
Security Agreement on the date first written above.
"BORROWERS"
XXXXX XXXXX, as Borrower
/s/ XXXXX XXXXX
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XXXXX XXXXX-MONEY, as Borrower
/s/ XXXXX XXXXX-MONEY
----------------------------------------
"SECURED PARTY"
INTERPRISE TECHNOLOGY PARTNERS, LP
By: /s/ X.X. XXXXXXXXX
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Principal
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SCHEDULE OF PLEDGE AND SECURITY AGREEMENTS
The following schedule of details of various pledge and security
agreements is provided in accordance with Instruction 2 to Item 601 of
Regulation S-K. A total of one (1) separate pledge and security agreement has
been made pursuant to a pledge and security agreement substantially identical in
all material respects to this pledge and security agreement dated January 10,
2001, except with respect to the details provided in the table below.
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DATE OF AGREEMENT AMOUNT OF RELATED PROMISSORY NOTE
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December 20, 2000 $64,000
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