Exhibit 10.24
SECURITY AGREEMENT - STOCK PLEDGE
This SECURITY AGREEMENT - STOCK PLEDGE (this "Agreement"), dated as of
September 8, 1995, is entered into by and between CYBERLINK, INC., a California
corporation ("Pledgor"), and COASTFED BUSINESS CREDIT CORPORATION, a California
corporation ("Pledgee"), in light of the following facts:
RECITALS
WHEREAS, Pledgor and Pledgee are contemporaneously herewith entering
into that certain Loan and Security Agreement, dated as of even date herewith
(as the same may be amended, restated, modified or supplemented from time to
time in accordance with its terms, the "Loan Agreement").
WHEREAS, Pledgor has agreed to provide additional security for its
obligations under the Loan Agreement by pledging to Pledgee all of Pledgor's
right, title and interest in and to all of the capital stock of Pledgor's
subsidiaries owned by Pledgor.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants,
conditions, representations, and warranties hereinafter set forth and for other
good and valuable consideration, the parties hereto mutually agree as follows:
1. Definitions and Construction.
(a) Definitions. The following terms, as used in this Agreement,
have the following meanings:
"Code" means the California Uniform Commercial Code, as
amended and supplemented from time to time, and any successor statute; provided,
however, with respect to any Collateral consisting of "uncertificated
securities" (as defined in Division 8 of the Code), "Code" shall mean the
Uniform Commercial Code as adopted in the state of organization of the Company
which issued such uncertificated securities, as amended and supplemented from
time to time, and any successor statute.
"Collateral" means all of the following:
(i) (x) One Thousand (1,000) shares of the outstanding
Common Stock of Cyberlink-California which shares constitute one hundred percent
(100%) of the capital stock of Cyberlink-California, and all of the
hereafter-acquired shares of Common Stock of Cyberlink-California in which
Pledgor has an interest at any time while this Agreement is in effect; (y) One
Thousand (1,000) shares of the outstanding Common Stock of Cyberlink-Nevada
which shares constitute one hundred percent (100%) of the capital stock of
Cyberlink-Nevada, and all of the hereafter-acquired shares of Common Stock of
Cyberlink-
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Nevada in which Pledgor has an interest at any time while this Agreement is in
effect; and (z) One Hundred (100) shares of the outstanding Common Stock of
Cyberlink-New York which shares constitute one hundred percent (100%) of the
capital stock of Cyberlink-New York, and all of the hereafter-acquired shares
of Common Stock of Cyberlink-New York in which Pledgor has an interest at any
time while this Agreement is in effect (all shares referred to in this clause
(i) are collectively referred to herein as the "Shares");
(ii) All of Pledgor's presently existing and hereafter
arising stock subscription warrants, stock options, or other rights to purchase
any Company's capital stock and all rights represented thereby (the "Options");
and
(iii) The proceeds of each of the foregoing, including any
and all dividends, cash, stock, instruments, and other property from time to
time received, receivable, or otherwise distributed in respect of or in exchange
for any of the Shares or Options (the "Proceeds").
"Company" or "Companies" means, individually or
collectively, as the context requires, Cyberlink-California, Cyberlink-Nevada
and Cyberlink-New York.
"Cyberlink-California" means Cyberlink-California, Inc., a
California corporation.
"Cyberlink-Nevada" means Cyberlink-Nevada, Inc., a Nevada
corporation.
"Cyberlink-New York" means Cyberlink-New York, Inc., a
Delaware corporation.
"Event of Default" has the meaning given to such term in
Section 10.
"Secured Obligations" means Obligations (as defined in the
Loan Agreement) and the obligations of Pledgor hereunder.
(b) Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, and the term "including" is not limiting. The
words "hereof," "herein," "hereby," "hereunder," and other similar terms refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Any reference herein to any document includes any and all
alterations, amendments, extensions, modifications, renewals, or supplements
thereto or thereof, as applicable. Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed or resolved against Pledgee or Pledgor,
whether under any rule of construction or otherwise. On the contrary, this
Agreement has been reviewed by Pledgor, Pledgee, and their respective counsel,
and shall be construed and interpreted according to the ordinary meaning of
the words used so as to fairly accomplish the purposes and intentions of Pledgee
and Pledgor.
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2. Pledge. As security for the prompt and complete payment and
performance of the Secured Obligations, Pledgor hereby delivers, pledges, and
grants to Pledgee a continuing security interest in all of Pledgor's now-owned
or hereafter-acquired right, title, and interest in and to the Collateral. All
certificates or instruments representing or evidencing the Collateral shall be
delivered promptly to and held by Pledgee pursuant hereto and shall be in
suitable form for transfer or assignment in blank, all in form and substance
satisfactory to Pledgee. In the event that the securities that comprise the
Collateral are uncertificated or in book entry form, then Pledgor shall take
such actions as may be required to cause each Company to register or enter, as
the case may be, such Collateral in the name of Pledgee, and otherwise take such
actions as Pledgee may require for Pledgee's security interest therein to be
perfected in accordance with Section 8313 and 8321 of the Code. In addition,
Pledgor shall provide Pledgee with an opinion of counsel satisfactory to
Pledgee, to the effect that Pledgee has a perfected security interest in the
Collateral and such other opinions as Pledgee may require, in form and substance
satisfactory to Pledgee.
3. Further Assurances. Pledgor agrees that it shall cooperate with
Pledgee and shall execute and deliver, or cause to be executed and delivered, to
Pledgee all stock powers, proxies, assignments, financial statements,
instruments, and other documents, and shall take all further action, at the
expense of Pledgor, from time to time requested by Pledgee, in order to maintain
a continuing, first-priority, perfected security interest in the Collateral in
favor of Pledgee, and to enable Pledgee to exercise and enforce its rights and
remedies hereunder with respect to the Collateral, and Pledgor agrees that it
shall execute and deliver to Pledgee at Pledgee's request any further
applications, agreements, documents and instruments, and shall perform any and
all acts deemed necessary by Pledgee to carry into effect the terms, conditions,
and provisions of this Agreement and the transactions connected herewith. Should
Pledgor fail to execute or deliver any such applications, agreements, documents,
financing statements and instruments, or to perform any such acts, Pledgor
acknowledges that Pledgee may execute and deliver the same and perform such acts
in the name of Pledgor and on its behalf as its attorney-in-fact in accordance
with Section 12.
4. Pledgee's Duties. Pledgee shall not have any duties with respect to
the Collateral other than the duty to use reasonable care if the Collateral is
in its possession. In accordance with Section 9207 of the Code, Pledgee shall be
deemed to have used reasonable care if it observes substantially the same
standard of care with respect to the custody or preservation of the Collateral
as it observes with respect to similar assets owned by Pledgee. Without limiting
the generality of the foregoing, Pledgee shall be under no obligation to take
any steps necessary to preserve rights in the Collateral against any other
parties, to sell the same if it threatens to decline in value, or to exercise
any rights represented thereby (including rights with respect to calls,
conversions, exchanges, maturities, or tenders); provided, however, that Pledgee
may, at its option, do so, and any and all expenses incurred in connection
therewith shall be added to the Secured Obligations.
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5. Voting Rights; Dividends; Etc.
5.1 During the term of this Agreement, and as long as no Event of
Default is continuing:
(a) Pledgor shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Shares or any part thereof;
provided, however, no vote shall be cast or any consent, waiver or ratification
given or any action taken which would violate or be inconsistent with the terms
of this Agreement, the Loan Agreement or any other instrument or agreement
referred to therein or herein, or which could have the effect of impairing the
value of the Collateral or any part thereof or the position or interest of
Pledgee therein.
(b) Pledgor shall be entitled to receive and retain any and
all dividends and distributions paid in respect of the Shares; provided,
however, that any and all:
(i) dividends and distributions paid or payable other
than in cash in respect of, and any and all additional Shares or instruments or
other property received, receivable, or otherwise distributed in respect of, or
in exchange for, any Shares;
(ii) dividends and distributions paid or payable in
cash in respect of any Shares in connection with a partial or total liquidation
or dissolution, merger, consolidation of any Company, or any exchange of stock,
conveyance of assets, or similar corporate reorganization; and
(iii) cash paid with respect to, payable, or otherwise
distributed on redemption of, or in exchange for, any Shares,
shall be forthwith delivered to Pledgee to hold as Collateral and shall, if
received by Pledgor, be received in trust for the benefit of Pledgee, be
segregated from the other property or funds of Pledgor, and be forthwith
delivered to Pledgee as Collateral in the same form as so received (with any
necessary endorsement), and, if deemed appropriate by Pledgee, Pledgor shall
take such actions, including the actions described in Section 3, as Pledgee may
require.
5.2 If an Event of Default shall be continuing or any amounts
shall be due and payable (whether by acceleration, maturity, or otherwise) under
any of the Secured Obligations, all rights of Pledgor to exercise the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant
to Section 5.1(a) and to receive the dividends and distributions that it would
otherwise be authorized to receive and retain pursuant to Section 5.1(b) shall,
at Pledgee's option, cease, and all such rights shall, at Pledgee's option,
thereupon become vested in Pledgee, and Pledgee shall, at its option, thereupon
have the sole right to exercise such voting and other consensual rights and to
receive and hold as Collateral such dividends and interest payments. Any
payments received by Pledgor contrary to the provisions of this Section 5.2
shall be held in trust by Pledgor for the benefit of Pledgee, shall be
segregated from other funds of Pledgor, and shall be promptly paid over to
Pledgee, with any necessary endorsement.
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6. Representations, Warranties, and Covenants. Subject to the Schedule
of Exceptions, Pledgor warrants, represents, and covenants that:
6.1 There are no restrictions upon the transfer of any of the
Collateral to or by Pledgee and Pledgor is the sole beneficial owner of the
Collateral and has the right to pledge and grant a security interest in or
otherwise transfer such Collateral free of any encumbrances or rights of third
parties.
6.2 All of the Collateral is and shall remain free from all
liens, claims, encumbrances, and purchase-money or other security interests
except as created hereby. Pledgor shall not, without Pledgee's prior written
consent, sell or otherwise dispose of any of the Collateral.
6.3 The execution and delivery of this Agreement, and the
delivery to Pledgee of the Shares creates a valid, perfected, and first-priority
security interest in the Collateral in favor of Pledgee, and all actions
necessary or desirable to such perfection have been duly taken.
6.4 No authorization or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required either:
(a) for the grant by Pledgor of the security interest granted hereby or for the
execution, delivery, or performance of this Agreement by Pledgor; (b)) for the
perfection of or exercise by Pledgee of its rights and remedies hereunder
(except as may have been taken by or at the direction of Pledgor or as may be
required in connection with a disposition of the Collateral by laws affecting
the offering and sale of securities generally); or (c) for the exercise by
Pledgee of the voting or other rights provided for in this Agreement or the
remedies in respect of the Collateral pursuant to this Agreement (except as may
be required in connection with a disposition of the Collateral by laws affecting
the offering and sale of securities generally).
6.5 The pledge of the Collateral pursuant to this Agreement, and
the making of the loans in accordance with the terms of the Loan Agreement, does
not violate Regulations G, T, U, or X of the Board of Governors of the Federal
Reserve System.
6.6 (a) Cyberlink-California presently has issued and outstanding
One Thousand (1,000) shares of Common Stock of which one hundred percent (100%)
is owned by Pledgor and they constitute, respectively, all of the capital stock
of Cyberlink-California.
(b) Cyberlink-Nevada presently has issued and outstanding
One Thousand (1,000) shares of Common Stock of which one hundred percent (100%)
is owned by Pledgor and they constitute, respectively, all of the capital stock
of Cyberlink-Nevada.
(c)Cyberlink-New York presently has issued and outstanding
One Hundred (100) shares of Common Stock of which one hundred percent (100%) is
owned by Pledgor and they constitute, respectively, all of the capital stock of
Cyberlink-New York.
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6.7 There are no presently existing Options.
6.8 All of the outstanding Shares have been duly and validly
issued by each Company, respectively, and they are fully paid and nonassessable.
6.9 Pledgor has made its own arrangements for keeping informed of
changes or potential changes affecting the Collateral (including, but not
limited to, rights to convert, rights to subscribe, payment of dividends,
reorganization or other exchanges, tender offers, and voting rights), and
Pledgor agrees that Pledgee shall not have any responsibility or liability for
informing Pledgor of any such changes or potential changes or for taking any
action or omitting to take any action with respect thereto.
7. Share Adjustments. In the event that during the term of this
Agreement any reclassification, readjustment, or other change is declared or
made in the capital structure of any Company, or any Option is exercised, all
new substituted and additional shares, options, or other securities, issued or
issuable to Pledgor by reason of any such change or exercise shall be delivered
to and held by Pledgee under the terms of this Agreement in the same manner as
the Collateral originally pledged hereunder.
8. Options. In the event that during the term of this Agreement
Options shall be issued or exercised in connection with the Collateral, such
Options acquired by Pledgor shall be immediately assigned by Pledgor to Pledgee
and all new shares or other securities so acquired by Pledgor shall also be
immediately assigned to Pledgee to be held under the terms of this Agreement in
the same manner as the Collateral originally pledged hereunder.
9. Consent. Pledgor hereby consents that, from time to time, before or
after the occurrence or existence of any Event of Default with or without notice
to or assent from Pledgor, any other security at any time held by or available
to Pledgee for any of the Secured Obligations or any other security at any time
held by or available to Pledgee of any other person, firm, or corporation
secondarily or otherwise liable for any of the Secured Obligations, may be
exchanged, surrendered, or released and any of the Secured Obligations may be
changed, altered, renewed, extended, continued, surrendered, compromised,
waived, or released, in whole or in part, as Pledgee may see fit. Pledgor shall
remain bound under this Agreement notwithstanding any such exchange, surrender,
release, alteration, renewal, extension, continuance, compromise, waiver, or
inaction, or extension of further credit.
10. Events of Default. The occurrence of any of the following shall
constitute an event of default ("Event of Default") under this Agreement:
10.1 The occurrence of an Event of Default under the Loan
Agreement;
10.2 Pledgor shall breach, or be in default of, any of its
agreements, covenants and obligations hereunder; or
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10.3 Any representation or warranty made by Pledgor hereunder
shall prove to have been untrue in any material respect when made.
11. Remedies Upon Default.
11.1 Upon the occurrence of an Event of Default, Pledgee shall
have, in addition to any other rights given by law or in this Agreement, in the
Loan Agreement, or in any other agreement between Pledgee and Pledgor, all of
the rights and remedies with respect to the Collateral of a secured party under
the Code, and also shall have, without limitation, the following rights, which
Pledgor hereby agrees to be commercially reasonable:
(a) to receive all amounts payable in respect of the
Collateral to Pledgor under Section 5.1(b) hereof;
(b) to transfer all or any part of the Collateral into the
Pledgee's name or the name of its nominee or nominees;
(c) to vote all or any part of the Shares (whether or not
transferred into the name of the Pledgee) in accordance with Section 5.2 hereof,
and give all consents, waivers and ratifications in respect of the Collateral
and otherwise act with respect thereto as though it were the outright owner
thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS PLEDGEE THE PROXY
AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF
SUBSTITUTION FOR ANY AND ALL OF SUCH PURPOSES; WHICH PROXY AND POWER OF ATTORNEY
SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE EARLIER TO OCCUR
OF (a) UPON THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS AND (b)
SEVEN (7) YEARS FROM THE DATE HEREOF; THE FOREGOING PROXY IS GIVEN PURSUANT TO
SECTION 705(a) OF THE CALIFORNIA CORPORATIONS CODE WITH RESPECT TO
CYBERLINK-CALIFORNIA, SECTION 78.355 OF THE NEVADA REVISED STATUTES WITH RESPECT
TO CYBERLINK-NEVADA, AND SECTION 609 OF THE NEW YORK BUSINESS CORPORATIONS LAW
WITH RESPECT TO CYBERLINK-NEW YORK;
(d) at any time or from time to time, to sell, assign and
deliver, or grant options to purchase, all or any part of the Collateral, or any
interest therein, at any public or private sale, without demand of performance,
advertisement or notice of intention to sell or of the time or place of sale or
adjournment thereof or to redeem or otherwise (all of which are hereby waived by
Pledgor), for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or prices and
on such terms as the Pledgee in its absolute discretion may determine; provided,
that at least five (5) days notice of the time and place of any such sale shall
be given to Pledgor. Pledgee shall not be obligated to make any such sale of
Collateral regardless of whether any such notice of sale has therefore been
given. Pledgor hereby waives any other requirement of notice, demand, or
advertisement for sale, to the extent permitted by law. Pledgor hereby waives
and releases to the fullest extent permitted by law any right or equity
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of redemption with respect to the Collateral, whether before or after sale
hereunder, and all rights, if any, of marshalling the Collateral and any other
security for the Secured Obligations or otherwise. At any such sale, unless
prohibited by applicable law, Pledgee may bid for and purchase all or any part
of the Collateral so sold free from any such right or equity of redemption.
Pledgee shall not be liable for failure to collect or realize upon any or all of
the Collateral or for any delay in so doing nor shall Pledgee be under any
obligation to take any action whatsoever with regard thereto;
(e) to buy the Collateral, in its own name, or in the name
of a designee or nominee. Pledgee shall have the right to execute any document
or form, in its name or in the name of the Pledgor, that may be necessary or
desirable in connection with such sale of the Collateral.
(f) to sell all or any part of the Collateral by a private
placement, restricting bidders and prospective purchasers to those who will
represent and agree that they are purchasing for investment only and not for
distribution. In so doing, Pledgee may solicit offers to buy the Collateral, or
any part of it for cash, from a limited number of investors deemed by Pledgee,
in its reasonable judgment, to be responsible parties who might be interested in
purchasing the Collateral. If Pledgee shall solicit such offers from not less
than four (4) such investors, then the acceptance by Pledgee of the highest
offer obtained therefore shall be deemed to be a commercial reasonable method of
disposition of such Collateral, even though the sales price established and/or
obtained may be substantially less than the price that would be obtained
pursuant to a public offering.
12. Pledgee as Pledgor's Attorney-in Fact. Pledgor hereby irrevocably
appoints Pledgee as its attorney-in-fact to arrange for the transfer, at any
time after the occurrence and during the continuance of an Event of Default, of
the Collateral on the books of each Company to the name of Pledgee or to the
name of Pledgee's nominee. Pledgor further authorizes Pledgee to perform any and
all acts which Pledgee deems necessary for the protection and preservation of
the Collateral or of the value of Pledgee's security interest therein,
including but not limited to receiving income thereon as additional security
hereunder, all at Pledgor's expense, and Pledgor agrees to repay Pledgee
promptly upon demand any amounts expended hereunder by Pledgee, together with
interest thereon. Pledgor further grants to Pledgee a power of attorney coupled
with an interest to execute all agreements, forms, applications, documents and
instruments and to take all actions and do all things as could be executed,
taken, or done by Pledgor in connection with the protection and preservation of
the Collateral or this Agreement. This power of attorney is irrevocable and
authorizes Pledgee to act for Pledgor in connection with the matters described
herein without notice to or demand upon Pledgor.
13. General Provisions.
13.1 Cumulative Remedies; No Prior Recourse to Collateral. The
enumeration herein of Pledgee's rights and remedies is not intended to be
exclusive, and such rights and remedies are in addition to and not by way of
limitation of any other rights or remedies that the Pledgee may have under the
Loan Agreement, the Collateral Agreements,
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the Code, or other applicable law. Pledgee shall have the right, in its sole
discretion, to determine which rights and remedies are to be exercised and in
which order. The exercise of one right or remedy shall not preclude the exercise
of any others, all of which shall be cumulative.
13.2 No Implied Waivers. No act, failure, or delay by Pledgee
shall constitute a waiver of any of its rights and remedies. No single or
partial waiver by Pledgee of any provision of this Agreement, or of a breach or
default hereunder, or of any right or remedy which the Pledgee may have, shall
operate as a waiver of any other provision, breach, default, right, or remedy or
of the same provision, breach, default, right, or remedy on a future occasion.
No waiver by Pledgee shall affect its rights to require strict performance of
this Agreement.
13.3 Notices. All notices or demands by any party hereto to the
other party and relating to this Agreement shall be sent in accordance with the
terms of Section 9.1 of the Loan Agreement.
13.4 Severability. Should any provision, clause or condition of
this Agreement be held by any court of competent jurisdiction to be void or
unenforceable, such defect shall not affect the remainder of this Agreement.
13.5 Integration. This Agreement and such other agreements,
documents and instruments as may be executed in connection herewith shall be
construed as the entire and complete agreement between Pledgor and Pledgee and
shall supersede all prior negotiations, all of which are merged and integrated
herein.
13.6 Amendment. The terms and provisions of this Agreement may
not be waived or amended except in a writing executed by Pledgor and a duly
authorized officer of Pledgee.
13.7 Time of Essence. Time is of the essence in the performance
by Pledgor of each and every obligation under this Agreement.
13.8 Mutual Waiver of Jury Trial. Pledgor and Pledgee each hereby
waive the right to trial by jury in any action or proceeding based upon, arising
out of, or in any way relating to, this Agreement, or any conduct, acts or
omissions of Pledgor or Pledgee any of their directors, officers, employees,
agents, attorneys or any other persons affiliated with Pledgor or Pledgee.
13.9 Benefit of Agreement. The provisions of this Agreement shall
be binding upon and inure to the benefit of the respective successors, assigns,
heirs, beneficiaries and representatives of the parties hereto; provided,
however, that Pledgor may not assign or transfer any of its rights under this
Agreement without the prior written consent of Pledgee, and any prohibited
assignment shall be void. No consent by Pledgee to any assignment shall relieve
Pledgor or any guarantor from its liability hereunder.
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13.10 Paragraph Headings; Construction. Paragraph headings are
used herein for convenience only. Pledgor acknowledges that the same may not
describe completely the subject matter of the applicable paragraph, and the same
shall not be used in any manner to construe, limit, define or interpret any term
or provision hereof. This Agreement has been fully reviewed and negotiated
between the parties and no uncertainty or ambiguity in any term or provision of
this Agreement shall be construed strictly against Pledgor or Pledgee under any
rule of construction or otherwise.
13.11 Governing Law; Jurisdiction; Venue. This Agreement and all
acts and transactions hereunder and all rights and obligations of Pledgor and
Pledgee shall be governed by and in accordance with the laws of the State of
California; provided, however, the respective rights of the parties hereto in
the Collateral, including voting, transfer and proxy rights, shall be governed
by the laws of the state of organization of each of the Companies, respectively,
to the extent such laws are applicable to such rights. Any undefined term used
in this Agreement that is defined in the California Uniform Commercial Code
shall have the meaning therein assigned to that term. As a material part of the
consideration to Pledgee to enter into the Loan Agreement, Pledgor (i) agrees
that all actions and proceedings relating directly or indirectly hereto shall,
at Pledgee's option, be litigated in courts located within California, and that
the exclusive venue therefor shall be Los Angeles County; (ii) consents to the
jurisdiction and venue of any such court and consents to service of process in
any such action or proceeding by personal delivery or any other method permitted
by law; and (iii) waives any and all rights Pledgor may have to object to the
jurisdiction of any such court, or to transfer or change the venue of any such
action or proceeding.
Pledgor:
CYBERLINK, INC., a California corporation
By /s/ Xxxxxxx Xxxxxx Lydiate
-----------------------------------------
Xxxxxxx Xxxxxx Lydiate, President
By_________________________________________
Xxx XxXxxxx, Chief Financial Officer
Pledgee:
COASTFED BUSINESS CREDIT CORPORATION
By_________________________________________
Title______________________________________
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13.10 Paragraph Headings; Construction. Paragraph headings are
used herein for convenience only. Pledgor acknowledges that the same may not
describe completely the subject matter of the applicable paragraph, and the same
shall not be used in any manner to construe, limit, define or interpret any term
or provision hereof. This Agreement has been fully reviewed and negotiated
between the parties and no uncertainty or ambiguity in any term or provision of
this Agreement shall be construed strictly against Pledgor or Pledgee under any
rule of construction or otherwise.
13.11 Governing Law; Jurisdiction; Venue. This Agreement and all
acts and transactions hereunder and all rights and obligations of Pledgor and
Pledgee shall be governed by and in accordance with the laws of the State of
California; provided, however, the respective rights of the parties hereto in
the Collateral, including voting, transfer and proxy rights, shall be governed
by the laws of the state of organization of each of the Companies, respectively,
to the extent such laws are applicable to such rights. Any undefined term used
in this Agreement that is defined in the California Uniform Commercial Code
shall have the meaning therein assigned to that term. As a material part of the
consideration to Pledgee to enter into the Loan Agreement, Pledgor (i) agrees
that all actions and proceedings relating directly or indirectly hereto shall,
at Pledgee's option, be litigated in courts located within California, and that
the exclusive venue therefor shall be Los Angeles County; (ii) consents to the
jurisdiction and venue of any such court and consents to service of process in
any such action or proceeding by personal delivery or any other method permitted
by law; and (iii) waives any and all rights Pledgor may have to object to the
jurisdiction of any such court, or to transfer or change the venue of any such
action or proceeding.
Pledgor:
CYBERLINK, INC., a California corporation
By_________________________________________
Xxxxxxx Xxxxxx Lydiate, President
By /s/ Xxx XxXxxxx
-----------------------------------------
Xxx XxXxxxx, Chief Financial Officer
Pledgee:
COASTFED BUSINESS CREDIT CORPORATION
By /s/ CoastFed Business Credit Corporation
-----------------------------------------
Title Vice President
--------------------------------------
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