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EXHIBIT 10.1
PLEDGE AGREEMENT
This PLEDGE AGREEMENT made this 6th day of June, 2001, between Active
IQ Technologies, Inc., a Minnesota corporation ("Pledgor"), and the persons
identified on Schedule A attached hereto (the "Pledgees"), as secured parties.
W I T N E S S E T H:
WHEREAS, Pledgor and Pledgees have entered into that certain Stock
Purchase Agreement (the "Purchase Agreement") of even date herewith for the
purchase by Pledgor of all of the outstanding shares of common stock of Red Wing
Business Systems, Inc. ("Red Wing") held by the Pledgees (the "Purchased
Shares"); and
WHEREAS, Pledgor has agreed to grant to the Pledgees a security
interest in the Purchased Shares to secure the payment of certain obligations of
Pledgor pursuant to Section 1.2(a) and (b) of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises set forth herein, and in consideration of other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Pledgor hereby grants to the Pledgees a security interest in all of
Pledgor's right, title and interest in and to the Purchased Shares, together
with all distributions, additions, substitutions or replacements for any of the
foregoing property and together with proceeds of any and all of the foregoing
property, each whether now owned or hereafter acquired (the "Collateral"), as
security solely for the payment and performance of Pledgor's obligations to pay
certain amounts pursuant to Section 1.2(a) and (b) of the Purchase Agreement
(the "Secured Obligations").
2. Pledgee's duty of care with respect to Collateral in their
possession shall be deemed fulfilled if they exercise reasonable care in
physically safekeeping such Collateral or, in the case of Collateral in the
custody or possession of a bailee or other third party, exercises reasonable
care in the selection of the bailee or other third party, and the Pledgees need
not otherwise preserve, protect, insure or care for any Collateral. The Pledgees
shall have no liability or responsibility to any third party for any action
taken or omitted with respect to the Collateral on the direction of any third
party.
3. The Pledgees, in the name of Pledgor or otherwise, after the
occurrence of an Event of Default, shall have the authority but shall not be
obligated to exercise, any rights and remedies granted under any other agreement
or applicable law, all rights and remedies of a secured party under the Uniform
Commercial Code or any other applicable law, including the right to receive all
dividends or distributions with respect to, and to exercise all voting and other
rights as a holder of, the Purchased Shares, and the right to offer and sell the
Collateral. Until the
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occurrence of an Event of Default, Pledgor shall be entitled to receive all
distributions and to exercise all voting rights with respect to the Purchased
Shares.
4. As used herein, the term "Event of Default" shall mean Pledgor's
failure to satisfy its obligation to the make payments described in clauses (a)
and (b) of Section 1.2 of the Purchase Agreement when due within ten (10)
business days after written notice from the Pledgees.
5. If any notification of intended disposition of any of the Collateral
is required by law, such notification shall be deemed reasonably and properly
given if mailed at least 10 days before such disposition addressed to Pledgor at
the following address: 000 Xxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000.
6. No delay or failure by the Pledgees in the exercise of any right or
remedy shall constitute a waiver thereof, and no single or partial exercise by
the Pledgees of any right or remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy.
7. This Agreement shall take effect when signed by Pledgor and each
Pledgee.
8. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be delivered personally, or sent by
facsimile transmission with telephone confirmation, or sent by certified,
registered, or express mail, postage prepaid, and shall be deemed given when so
delivered personally, or sent by facsimile transmission, or if mailed, three
days after the date of mailing, as follows:
If to Pledgor: Active IQ Technologies, Inc.
000 Xxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP
3300 Xxxxx Fargo Center
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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If to the Pledgees: Xxx Xxxxxxxx
0000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (____) ___-____
Xxxxx Xxxxxxxxxx
00000 - 000xx Xxxxxx
Xxx Xxxx, XX 00000
Telephone No.: (000) 000-0000
With a copy to: Holst, Vogel, Xxxxxxx & Xxxxx
X.X. Xxx 00
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxx
Facsimile No.: (000) 000-0000
9. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one agreement.
10. This Agreement shall be governed by the laws of the State of
Minnesota and, unless the context otherwise requires, all terms used herein
which are defined in Articles 1 and 9 of the Uniform Commercial Code, as in
effect in such state, shall have the meanings therein stated. If any provision
or application of this Agreement is held unlawful or unenforceable in any
respect, such illegality or unenforceability shall not affect any other
provisions or applications which can be given effect and this Agreement shall be
construed as if the unlawful or unenforceable application had never been
contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement in the creation and payment of the Secured
Obligations.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
INDIVIDUAL SIGNATURE PAGES FOR THE PLEDGOR AND
EACH PLEDGEE IDENTIFIED ON SCHEDULE A FOLLOW.
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RED WING BUSINESS SYSTEMS, INC.
PLEDGE AGREEMENT
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has duly executed this Pledge
Agreement as of the date first above written.
PLEDGOR:
ACTIVE IQ TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chief Executive Officer
SHAREHOLDERS:
/s/ Xxx Xxxxxxxx /s/ Xxxxxxx Xxxxxx
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Xxx Xxxxxxxx Xxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxx
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Xxxxx Xxxxxxxxxx Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxxx /s/ Xxxxx X'Xxxxx
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Xxxxxx Xxxxxx Xxxxx X'Xxxxx
/s/ Xxxxx Xxxxxxxx /s/ Xxxx Xxxxxx
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Xxxxx Xxxxxxxx Xxxx Xxxxxx
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxx
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Xxxxx Xxxxxxxxxx Xxxxxx Xxxxx
/s/ Xxx Xxxx /s/ Xxxxxx Xxxxx
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Xxx Xxxx Xxxxxx Xxxxx
/s/ Xxxx Xxxx /s/ Xxxxxx Cant
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Xxxx Xxxx Xxxxxx Cant
/s/ Xxxxxx Xxxxxxxxxx Xxxxx /s/ Xxxxxx Xxxx
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Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxx Xxxx
/s/ Xxxxx Xxxxx /s/ XxXxx Xxxxxx
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Xxxxx Xxxxx XxXxx Xxxxxx
/s/ Xxx Xxxxxxx /s/ Xxxx Xxxxxxxxx
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Xxx Xxxxxxx Xxxx Xxxxxxxxx
/s/ Xxxx Xxxxxxxxx /s/ Xxx Xxxxxxxx
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Xxxx Xxxxxxxxx Xxx Xxxxxxxx
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/s/ Xxxxxx Xxxxxxxxxx /s/ Xxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxx /s/ Xxxx Xxxxxxxx
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Xxxxxx Xxxxx Xxxx Xxxxxxxx
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