STOCK PLEDGE AGREEMENT
Exhibit 4.4
This
Stock Pledge Agreement (this “Agreement”), dated as
of November 4, 2008, by and among Hague Corp., a Nevada corporation (the “Company”), Xxxxxxx
Xxxxxxx (the “Pledgor”), and the
pledgees signatory hereto and their respective endorsees, transferees and
assigns (collectively, the “Pledgees”).
BACKGROUND
WHEREAS,
pursuant to a Securities Purchase Agreement, dated the date hereof, between
Company and the Pledgees (the “Purchase Agreement”),
Company has agreed to issue to the Pledgees and the Pledgees have agreed to
purchase from Company certain of Company’s 8% Senior Secured Convertible
Debentures, due three years from the date of issue (the “Notes”), which are
convertible into shares of Company’s Common Stock, par value $.001 per share
(the “Common
Stock”); and
WHEREAS,
as a material inducement to the Pledgees to enter into the Purchase Agreement,
the Pledgees have required and the Pledgor has agreed (i) to unconditionally
guarantee the timely and full satisfaction of all obligations of the Company,
whether matured or unmatured, now or hereafter existing or created and becoming
due and payable (the “Obligations”) to the
Pledgees, their successors, endorsees, transferees or assigns under the
Transaction Documents (as defined in the Purchase Agreement) to the extent of
the Collateral (as hereinafter defined), and (ii) to grant to the Pledgees,
their successors, endorsees, transferees or assigns a security interest in the
Pledged Stock (as hereinafter defined), as collateral security for
Obligations.
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 Purchase Agreement.
2. Pledge and Grant of Security
Interest. To the extent of the Collateral (as hereinafter
defined), the Pledgor hereby absolutely, unconditionally and irrevocably
guarantees to the Pledgees, their successors, endorsees, transferees and assigns
the due and punctual performance and payment of the Obligations owing to the
Pledgees, their successors, endorsees, transferees or assigns when due, all at
the time and place and in the amount and manner prescribed in, and otherwise in
accordance with, the Transaction Documents, regardless of any defense or set-off
counterclaim which the Company or any other person may have or assert, and
regardless of whether or not the Pledgees or anyone on behalf of the Pledgees
shall have instituted any suit, action or proceeding or exhausted its remedies
or taken any steps to enforce any rights against the Company or any other person
to compel any such performance or observance or to collect all or part of any
such amount, either pursuant to the provisions of the Transaction Documents or
at law or in equity, and regardless of any other condition or
contingency. The Pledgor shall have no obligation whatsoever to the
Pledgees beyond the Collateral pledged for the Obligations set forth herein. For
purposes of this agreement, Collateral shall mean:
1
(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 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 the Company from time to time acquired by Pledgor
in any manner from the ownership of the Pledged Stock, 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 Pledgees
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Pledgees. Pledgor hereby authorizes the Company upon demand by
Pledgees to deliver any certificates, instruments or other distributions issued
in connection with the Collateral directly to Pledgees, in each case to be held
by Pledgees, subject to the terms hereof. Upon an Event of Default
(as defined below) that has occurred and is continuing beyond any applicable
grace period, Pledgees shall have the right, during such time in their
discretion and without notice to Pledgor, to transfer to or to register in the
name of Pledgees or any of their nominees any or all of the Pledged
Stock. In addition, Pledgees 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 Pledgor. Pledgor represents and warrants to
Pledgees (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 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
Pledgor;
(b) this
Agreement constitutes the legal, valid, and binding obligation of Pledgor
enforceable against Pledgor in accordance with its terms;
(c) (i) all
Pledged Stock owned by Pledgor is set forth on Schedule A hereto and (ii)
Pledgor is the direct and beneficial owner of each share of the Pledged
Stock;
2
(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 Pledgees 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) Pledgor
has the requisite power and authority to enter into this Agreement and to pledge
and assign the Collateral to Pledgees in accordance with the terms of this
Agreement.
(h) Pledgor
owns each item of the Collateral and, except for the pledge and security
interest granted to Pledgees 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 Company
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 Pledgees all rights of Pledgor in the Collateral as
contemplated by this Agreement.
(l) The
Pledged Stock constitutes 28.83% of the issued and outstanding shares of capital
stock of the Company upon completion of the transactions contemplated in the
Purchase Agreement.
5. Covenants. Pledgor
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) Pledgor
will not sell, assign, transfer, convey, or otherwise dispose of its rights in
or to the Collateral or any interest therein; nor will 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.
3
(b) Pledgor
will, at its expense, defend Pledgees’ right, title and security interest in and
to the Collateral against the claims of any other party.
(c) Pledgor
shall at any time, and from time to time, upon the written request of Pledgees,
execute and deliver such further documents and do such further acts and things
as Pledgees may reasonably request in order to effect the purposes of this
Agreement including, but without limitation, delivering to Pledgees upon the
occurrence of an Event of Default irrevocable proxies in respect of the
Collateral in form satisfactory to Pledgees. 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
Pledgees or their nominee to vote all shares of Collateral then registered in
Pledgor’s name.
6. Voting Rights and
Dividends. In addition to Pledgees’ 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, Pledgees shall (i) be entitled
to vote the Collateral, (ii) be entitled to give consents, waivers and
ratifications in respect of the Collateral (Pledgor hereby irrevocably
constituting and appointing Pledgees, with full power of substitution, the proxy
and attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to
collect and receive for its own use cash dividends paid on the
Collateral. Pledgor shall not be permitted to exercise or refrain
from exercising any voting rights or other powers if, in the reasonable judgment
of Pledgees, such action would have a material adverse effect on the value of
the Collateral or any part thereof; and, provided, further, that Pledgor shall
give at least five (5) days’ written notice of the manner in which 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 Pledgees to hold as
Collateral and shall, if received by Pledgor, be received in trust for the
benefit of Pledgees, be segregated from the other property or funds of Pledgor,
and be forthwith delivered to Pledgees 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 Pledgees upon the happening of any of the following
events:
(a) An “Event
of Default” (or similar term) under any Document or any agreement or note
related to any Document shall have occurred and be continuing beyond any
applicable cure period;
(b) Pledgor
shall default in the performance of any of its obligations under any agreement
between Pledgor and Pledgees, including, without limitation, this Agreement, and
such default shall not be cured for a period of fifteen (15) days after the
occurrence thereof;
(c) Any
representation or warranty of 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;
(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 Pledgees) 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) 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.
4
8. Remedies. In
case an Event of Default shall have occurred and be declared by Pledgees,
Pledgees may:
(a) 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 Pledgees, 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 Pledgees in
their sole discretion may determine, or as may be required by applicable law
and
(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
Company thereof, or upon the exercise by the Company 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.
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, Pledgees 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 Pledgees hereunder whether upon
sale of the Collateral or any part thereof or otherwise shall be held by
Pledgees and applied by them as provided in Section 10 hereof. No
failure or delay on the part of Pledgees 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. Pledgees 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. Pledgees may exercise their 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, Pledgees 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. Pledgor recognizes that Pledgees 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. 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. Pledgor agrees that Pledgees have no
obligation to delay sale of any Collateral for the period of time necessary to
permit the Company 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
Pledgees as follows:
(a) First, to
the payment of all costs, reasonable expenses and charges of Pledgees and to the
reimbursement of Pledgees 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 Pledgees in the protection,
enforcement or exercise of its rights, powers or remedies
hereunder;
5
(b) Second,
to the payment of the Indebtedness, in whole or in part, in such order as
Pledgees 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, the UCC; and
(d) Fourth,
to the extent of any surplus to the Pledgor or as a court of competent
jurisdiction may direct.
11. Waiver of
Marshaling. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
12. No
Waiver. Any and all of Pledgees’ 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 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 Pledgees in reference to any of the
Indebtedness. 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 Pledgor had
expressly agreed thereto in advance. No delay or extension of time by
Pledgees in exercising any power of sale, option or other right or remedy
hereunder, and no failure by Pledgees to give notice or make demand, shall
constitute a waiver thereof, or limit, impair or prejudice Pledgees’ right to
take any action against Pledgor or to exercise any other power of sale, option
or any other right or remedy.
13. Expenses. The
Collateral shall secure, and Pledgor shall pay to Pledgees 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
Pledgees under this Agreement or with respect to any of the
Indebtedness.
14. MKM Appointed
Attorney-In-Fact and Performance by MKM. Upon the occurrence
of an Event of Default, Pledgor hereby irrevocably constitutes and appoints MKM
Opportunity Master Fund, Ltd. (“MKM”), on behalf of
the Pledgees, as Pledgor’s true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and to do in
Pledgor’s name, place and stead, all such acts, things and deeds for and on
behalf of and in the name of Pledgor, which Pledgor could or might do or which
Pledgees 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 Pledgees’ name. 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
Pledgor fails to perform any agreement herein contained, Pledgees may themselves
perform or cause performance thereof, and any costs and expenses of Pledgees
incurred in connection therewith shall be paid by the Pledgor as provided in
Section 10 hereof.
15. WAIVERS. 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.
6
16. Recapture. Notwithstanding
anything to the contrary in this Agreement, if Pledgees receive 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
Pledgees, Pledgor’s obligations to Pledgees shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgees, which payment shall be due on
demand.
17. Release and
Termination. Upon the payment in full of the Obligations, the pledge,
assignment and security interest granted by this Agreement will terminate, the
Pledgees will promptly return the Collateral to Pledgor and all rights to the
Collateral will revert to Pledgor, and Pledgees shall execute and deliver to
Pledgor such documents as Pledgor reasonably requests to evidence that
termination.
18. 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.
19. 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 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 Pledgor, and Pledgor’s successors and assigns,
and shall inure to the benefit of Pledgees and their successors and
assigns.
(e) Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in accordance with the Security 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) 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. 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) It is
understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Stock Pledge
Agreement after the date hereof pursuant to the requirements of any Document,
shall become a Pledgor hereunder by (x) executing a Joinder Agreement in form
and substance satisfactory to Pledgees, (y) delivering supplements to such
exhibits and annexes to such Documents as Pledgees shall reasonably request and
(z) taking all actions as specified in this Agreement as would have been taken
by such Pledgor had it been an original party to this Agreement, in each case
with all documents required above to be delivered to Pledgees and with all
documents and actions required above to be taken to the reasonable satisfaction
of Pledgees.
(i) 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]
7
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and
year first written above.
|
|
By:
|
/s/ | |
|
Xxxxxxx
Xxxxxxx
|
|||
|
Chief
Executive Officer
|
|||
| Pledgees: | |||
| MKM OPPORTUNITY MASTER FUND, LTD. | |||
|
By:
|
|||
|
Xxxxx
Xxxxxxxx
|
|||
|
Portfolio
Manager
|
|||
| XXXXXX XXXXXX IRREVOCABLE TRUST U/T/A DATED 06/17/65 | |||
|
By:
|
|||
|
Xxxxxx
Xxxxxx
|
|||
|
Trustee
|
|||
|
By:
|
|||
|
Xxxxxx
Xxxxxx
|
|||
|
Trustee
|
|||
| MKM SP1, LLC | |||
| By: | |||
|
Xxxxx
Xxxxxxxx
|
|||
|
Portfolio
Manager
|
|||
| Pledgor: | |||
| Xxxxxxx Xxxxxxx | |||
8
SCHEDULE A to the Stock
Pledge Agreement
Pledged
Stock
|
Pledgor
|
Issuer
|
Class of Stock
|
Stock Certificate Number
|
Par Value
|
Number of Shares
|
||||||
|
Xxxxxxx
Xxxxxxx
|
Common
|
[To
be provided under separate cover]
|
$ | .001 | 20,000,000 | ||||||
9
