PLEDGE AGREEMENT Exhibit 4.2
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This Pledge Agreement ("Pledge Agreement") dated as of April 20, 1999, is
made by Bolt Technology Corporation, a Connecticut corporation ("Pledgor"), in
favor of Xxxxxx X. Xxxxxxx, Xx. ("Stockholder").
RECITALS
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A. Concurrently herewith, Pledgor has executed that certain non-
negotiable Promissory Note in favor of Stockholder (as such Promissory Note may
from time to time be amended, modified, supplemented or restated, the "Note")
pursuant to which Stockholder has extended credit (the "Loan") to Pledgor, on
the terms and subject to the conditions set forth in the Note, and as
consideration for the purchase of 4,000 shares of A-G Geophysical Products, Inc.
from Stockholder under that certain Stock Purchase Agreement by and between
Pledgor and Stockholder dated of even date herewith (the "Stock Purchase
Agreement").
B. Pledgor is of record and beneficial owner of the securities shown in
Schedule I attached hereto, which Schedule is incorporated herein by this
reference (collectively, the "Pledged Shares").
C. Stockholder is willing to make and maintain the Loan to Pledgor on
and after the date of the Note, only upon the condition, among others, that
Pledgor shall have executed and delivered this Pledge Agreement and shall have
delivered the Pledged Shares to Stockholder in order to secure the Obligation of
Pledgor hereunder.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound, Pledgor hereby represent,
warrant, covenant and agree as follows:
ARTICLE 1
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DEFINITIONS
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Section 1.1 - Definitions. All capitalized terms used but not defined
------------------------
herein shall have the respective meanings given to them in the Stock Purchase
Agreement. In addition, the following terms not otherwise defined in the
Preamble or Recitals of this Pledge Agreement shall have the following meanings:
"Act" has the meaning set forth in Section 6.2(c), below.
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"Event of Default" has the meaning set forth in Section 6.1, below.
"Lien" means any mortgage, lien, deed of trust, charge, pledge security
interest or other encumbrance, liens for taxes, fees, assessments or other
governmental charges or levies, either not delinquent or being contested in good
faith by appropriate proceedings, provided the same have no priority over any of
Stockholder's security interests; and, liens arising from judgments, decrees or
attachments to the extent and only so long as such judgment, decree or
attachment has not caused or resulted in an Event of Default.
"Obligation" means the Note and other indebtedness of Pledgor to
Stockholder created under, or related to, the Note, including, without
limitation, (a) all principal, (b) all interest, (c) all late charges, (d) all
loan fees and loan charges, and (e) all reasonable collection costs and expenses
relating to the Note or to any collateral for the Note. The term "indebtedness"
is used herein in its most comprehensive sense and includes any and all
advances, debts, obligations and liabilities heretofore, now or hereafter made,
incurred or created, whether voluntary or involuntary and whether due or not
due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, created under, or related to, the Note. "Collection costs" and
"expenses" include, without limitation, all of Stockholder's attorneys' fees and
Stockholder's legal expenses, whether or not suit is instituted, and attorneys'
fees and legal expenses for insolvency proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated post-
judgment collection services.
"Person" means any individual, sole proprietorship, partnership, joint
venture, limited liability company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or governmental authority.
"UCC" means the Uniform Commercial Code as the same may, from time to time,
be in effect in the State of Texas; provided, however, in the event that, by
reason of mandatory provisions of law, any or all of the attachment, perfection
or priority of Stockholder's security interest in any collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the state
of Texas, the term "UCC" shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection of priority and for purposes of definitions related to
such provisions.
Section 1.2 - UCC Definitions. Unless otherwise defined herein or the
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context otherwise requires, terms for which meanings are provided in the UCC arc
used in this Pledge Agreement, including its Preamble and Recitals, with such
meanings.
ARTICLE 2
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PLEDGE
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Section 2.1 - Grant of Security Interest. As security for the full, prompt
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and complete payment when due (whether at stated maturity, by acceleration or
otherwise) of the Obligation, Pledgor hereby pledges, hypothecates, assigns,
charges, mortgages, delivers, and transfers to Stockholder, and hereby grants to
Stockholder, a continuing security interest in all of the Pledged Shares owned
or held by Pledgor and the certificates representing the Pledged Shares.
Section 2.2 - Delivery of the Pledged Shares. Contemporaneously with the
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execution of this Pledge Agreement, Pledgor shall deliver to Stockholder all
certificates representing or evidencing the Pledged Shares. In addition,
Pledgor shall deliver to Stockholder's attorneys, Weycer Xxxxxx, Pulaski &
Xxxxx, P.C. ("WKPZ") a duly executed stock power, executed in blank, in the form
attached as Exhibit "A." If an Event of Default shall have occurred and be
continuing, Stockholder may notify Pledgor of its intention to exercise its
rights hereunder, and forward a copy of such notice to WKPZ. Upon receipt of
such copy, WKPZ shall be authorized to deliver such stock power to Pledgor,
without any obligation of WKPZ to make any independent investigation of the
facts stated therein. Pledgor shall receive all certificates, 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
Shares in trust for Stockholder and shall immediately upon receipt deliver to
Stockholder such certificates, cash, instruments, and other property and
proceeds, together with any necessary endorsement; provided, however, that
Stockholder acknowledges and agrees that Pledgor shall be entitled to receive,
retain and use any and all cash dividends subject to the terms and conditions of
a Security Agreement of even date herewith declared on account of the Pledged
Stock, free and clear of the security interest granted hereunder, unless an
Event of Default shall have occurred and be continuing and Stockholder shall
have notified Pledgor of Stockholder's intention to exercise its rights under
this Section 2.2.
Section 2.3 - Continuing Security Interest. This Pledge Agreement shall
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create a continuing security interest in the Pledged Shares and shall:
(a) remain in full force and effect until the full and complete and
final payment of the Obligation;
(b) be binding upon Pledgor and its successors, transferees and
assigns; and
(c) inure, together with the rights and remedies of Stockholder
hereunder, to the benefit of Stockholder.
At all times while Stockholder holds the Pledged Stock pursuant to the security
interest granted hereunder, Stockholder shall not take any actions to create, or
permit to be created by any person claiming through Stockholder, any additional
lien or encumbrance on the Pledged Stock, except for the lien created hereunder
or pursuant to Stockholder's exercise of its rights and remedies under Section
6.2 below.
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Upon the complete, full and final payment of the Obligation, the security
interest granted herein shall terminate and all rights to the Pledged Shares
shall revert to Pledgor. Upon any such termination, Stockholder then shall,
deliver to Pledgor, without any representations, warranties or recourse of any
kind whatsoever, except for compliance with this Section 2.3, any and all
certificates and instruments representing or evidencing Pledgor's interest in
the Pledged Shares that had been previously delivered by the Pledgor to
Stockholder and execute and deliver to Pledgor such documents as Pledgor shall
reasonably request to evidence such termination.
Section 2.4 - No Assumption. This Pledge Agreement is executed and
---------------------------
delivered to Stockholder, for the benefit of himself for collateral security
purposes only. Notwithstanding anything herein to the contrary:
(a) Pledgor shall remain liable under the contracts and agreements
affecting the Pledged Shares and shall perform all of its duties and obligations
under such contracts and agreements to the same extent as if this Pledge
Agreement had not been executed; and
(b) the exercise by Stockholder of any of his rights hereunder shall
not release Pledgor from any of its duties or obligations under any such
contracts or agreements affecting the Pledged Shares.
ARTICLE 3
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REPRESENTATIONS AND WARRANTIES
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Section 3.1 - Representations and Warranties. Subject to the
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representations and warranties of Stockholder set forth in the Stock Purchase
Agreement being and remaining true and correct in all material or applicable
respects, Pledgor hereby represents and warrants to Stockholder as follows:
(a) Pledgor is the sole holders of record and the sole beneficial
owner of the Pledged Shares, free and clear of any Lien thereon or affecting
title thereto.
(b) None of the Pledged Shares have been transferred in violation of
the securities registration, securities disclosure or similar laws of any
jurisdiction to which such transfer may be subject.
(c) No consent, approval, authorization or other order of any Person
and no consent or authorization of any governmental authority or regulatory body
is required to be made or obtained by Pledgor either (i) for the pledge by
Pledgor of the Pledged Shares pursuant to this Pledge Agreement or for the
execution, delivery, or performance of this Pledge Agreement by Pledgor; or (ii)
for the exercise by Stockholder of the voting or other rights provided for in
this Pledge Agreement or the remedies in respect of the
Page -4-
Pledged Shares pursuant to this Pledge Agreement, except as may be required in
connection with such disposition by laws, not otherwise addressed herein,
affecting the offering and sale of securities generally.
(d) The pledge, grant of a security interest in, and delivery of the
Pledged Shares pursuant to this Pledge Agreement, will create a valid first
priority Lien on and in the Pledged Shares securing the payment of the
Obligation assuming (i) continued possession of the Pledged Shares by
Stockholder, and (ii) that Stockholder has no notice prior to or on the date of
delivery of such Pledged Shares of an adverse claim within the meaning of the
UCC.
(e) This Pledge Agreement has been duly executed and delivered by
Pledgor and constitutes a legal, valid, and binding obligation of Pledgor,
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, or other similar laws affecting the rights of
creditors generally or by the application of general equity principles.
The representations and warranties contained in this Pledge Agreement shall
be true, accurate and complete at the time of Pledgor's execution of this Pledge
Agreement, and shall continue to be true, accurate and complete until the
Obligation has been finally and completely paid in full.
ARTICLE 4
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COVENANTS
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Section 4.1 - Protect Pledged Shares. Pledgor shall not sell, assign,
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transfer, pledge or otherwise encumber the Pledged Shares in any manner except
(a) if such Person purchasing such Pledged Shares or any interest therein shall
first also have become a party to this Pledge Agreement and agreed to be bound
by the terms hereof. Pledgor shall warrant and defend the right and title
granted by this Pledge Agreement to Stockholder in and to the Pledged Shares
(and all right, title and interest represented by the Pledged Shares) against
the claims and demands of all Persons whomsoever.
Section 4.2 - Further Assurances. Pledgor agrees that at any time, and
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from time to time, Pledgor shall promptly execute and deliver all further
instruments, and take all further action that Stockholder may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Stockholder to exercise and enforce
his rights and remedies hereunder with respect to any of the Pledged Shares.
Section 4.3 - Voting Rights. If an Event of Default shall have occurred and
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be continuing and Stockholder shall have notified Pledgor of Stockholder's
intention to exercise Stockholder's voting power under this Section 4.3, Pledgor
agrees:
Page -5-
(a) that Stockholder may exercise (to the exclusion of Pledgor) the
voting power and all other incidental rights of ownership with respect to the
Pledged Shares and Pledgor hereby grants Stockholder from the date hereof until
the complete, full and final repayment of the Obligation, an irrevocable proxy,
coupled with an interest exercisable under such circumstances, to vote such
Pledged Shares; and
(b) promptly to deliver to Stockholder such additional proxies and
other documents as may be necessary to allow Stockholder to exercise such voting
power.
All payments and proceeds which may at any time and from time to time be held by
Pledgor but which Pledgor are obligated to deliver to Stockholder shall be held
by Pledgor separate and apart from its other property in trust for Stockholder.
Unless an Event of Default shall have occurred and be continuing and Stockholder
shall have given the notice referred to in this Section 4.3, Pledgor shall have
the exclusive voting power with respect to the Pledged Shares and Stockholder
shall, upon the written request of Pledgor, promptly deliver such proxies and
other documents, if any, as shall be reasonably requested by Pledgor which are
necessary to allow Pledgor to exercise voting power with respect to the Pledged
Shares; provided, however, that no vote shall be cast, or consent, waiver or
ratification given or action taken by Pledgor that would impair any Pledged
Shares or be inconsistent with or violate any provision of this Pledge Agreement
or any other security documents executed this date benefitting Stockholder.
ARTICLE 5
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STOCKHOLDER
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Section 5.1 - Stockholder Appointed Attorney-In-Fact. Pledgor hereby
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irrevocably appoints Stockholder to be Pledgor's attorney-in-fact with full
authority in the place and stead of Pledgor and in the name of Pledgor or
otherwise, from time to time in Stockholder's discretion after the occurrence
and during the continuance of an Event of Default, to take any action and to
execute any instrument which Stockholder may reasonably deem necessary or
advisable to accomplish the purposes of this Pledge Agreement, including,
without limitation:
(a) after the occurrence and during the continuance of an Event of
Default, to ask, demand, collect, xxx for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of
any of the Pledged Shares;
(b) to receive, endorse, and collect any drafts or other instruments,
documents and chattel paper, in connection with clause (a), above; and
(c) to file any claims or take any action or institute any proceedings
which Stockholder may deem necessary or desirable for the collection of any of
the Pledged
Page -6-
Shares or otherwise to enforce the rights of Stockholder with respect to any of
the Pledged Shares.
Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section 5.1 is irrevocable and coupled with an
interest.
Section 5.2 - Stockholder Has No Duty. The powers conferred on Stockholder
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hereunder are solely to protect his interest in the Pledged Shares and shall not
impose any duty on him to exercise any such powers. Stockholder shall have no
duty as to any Pledged Shares except as provided in Section 2.3 above or
responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Shares, whether or not Stockholder has or is deemed to have knowledge of
such matters, or (b) taking any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Pledged Shares. Without limiting
the generality of the preceding sentence, Stockholder shall be deemed to have
exercised reasonable care in the custody and preservation of any of the Pledged
Shares if he takes such action for that purpose as Pledgor reasonably requests
in writing at times other than upon the occurrence and during the continuance of
any Event of Default. Failure of Stockholder to comply with any such request at
any time shall not in itself be deemed a failure to exercise reasonable care.
ARTICLE 6
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DEFAULTS AND REMEDIES
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Section 6.1 - Events of Default. Any one or more of the following events
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shall constitute an "Event of Default" hereunder:
(a) If Pledgor defaults in timely payment or performance (including
all cure periods) of the Obligation; or
(b) If Pledgor fails to materially comply with the covenants of
Sections 4.1 and 4.2 above.
and such default or failure under (a) or (b) above is not rectified to
Stockholder's reasonable satisfaction within ten (10) days of written
notification of such noncompliance.
Section 6.2 - Certain Remedies. If any Event of Default shall have
------------------------------
occurred and be continuing:
(a) The Stockholder may exercise in respect of the Pledged Shares, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the UCC
(whether or not the UCC applies to the affected Pledged Shares) and also may,
without notice except as specified
Page -7-
below, sell the Pledged Shares or any part thereof in one or more parcels at
public or private sale, at any of Stockholder's offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as Stockholder may
deem commercially reasonable. Pledgor agrees that, to the extent notice of sale
shall be required by law, at least ten (10) days' prior notice to Pledgor of the
time and place of any public sale or the time after which any private sale is to
be made shall constitute reasonable notification. Stockholder shall not be
obligated to make any sale of Pledged Shares regardless of notice of sale having
been given. Stockholder may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
(b) Stockholder may:
(i) take control of any proceeds of the Pledged Shares, and
(ii) execute (in the name, place and stead of Pledgor)
endorsements, assignments and other instruments of conveyance or transfer with
respect to all or any of the Pledged Shares.
(c) If, at anytime when Stockholder shall determine to exercise his
right provided in (a) above to sell the whole or any part of the Pledged Shares,
such Pledged Shares or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under the Securities Act of 1933, as
amended (as so amended the "Act"), Stockholder may, in his discretion (subject
only to applicable requirements of law) sell such Pledged Shares or part thereof
by private sale in such manner and under such circumstances as Stockholder may
deem necessary or advisable, but subject to the other requirements of this
Section 6.2(c), and shall not be required to effect such registration or cause
the same to be effected. Without limiting the generality of the foregoing in
any such event Stockholder may, in his sole discretion, (i) in accordance with
applicable securities laws, proceed to make such private sale notwithstanding
that a registration statement for the purpose of registering such Pledged Shares
or part thereof could be or shall have been filed under the Act; (ii) approach
and negotiate with a single possible purchaser to effect such sale; and (iii)
restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account for investment, and not with a view
to the distribution or sale of such Pledged Shares or part thereof. In addition
to a private sale as provided above in this Section 6.2(c), if any of the
Pledged Shares shall not be freely distributable to the public without
registration under the Act at the time of any proposed sale hereunder, then
Stockholder shall not be required to effect such registration or cause the same
to be effected but may, in his sole discretion (subject only to applicable
requirements of law), require that any sale hereunder including a sale at
auction) be conducted subject to such restrictions as Stockholder may, in his
sole discretion, deem necessary or appropriate in order that such sale
(notwithstanding any failure so to register) may be effected in compliance with
the Bankruptcy Code and other laws affecting the enforcement of creditors'
rights and the Act and all applicable state securities laws.
Page -8-
Section 6.3 - Compliance with Restrictions. Pledgor agrees that in any sale
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of any of the Pledged Shares, whether at a foreclosure sale or otherwise,
Stockholder is hereby authorized to comply with any limitation or restriction in
connection with such sale as it may be advised by counsel is necessary in order
to avoid any violation of applicable law (including compliance with such
procedures as may restrict the number of prospective bidders and purchasers,
require that such prospective bidders and purchasers have certain qualifications
and restrict such prospective bidders and purchasers to persons who will
represent and a that they are purchasing for their own account for investment
and not with a view to the distribution or resale of such Pledged Shares), or in
order to obtain any required approval of the sale or of the purchaser by any
governmental authority, and Pledgor further agrees that such compliance shall
not result in such sale being considered or deemed not to have been made in a
commercially reasonable manner, nor shall Stockholder be liable nor accountable
to Pledgor for any discount allowed by the reason of the fact that such Pledged
Shares is sold in compliance with any such limitation or restriction.
Section 6.4 - Application of Proceeds. All cash proceeds received by
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Stockholder in respect of any sale of, collection from, or other realization
upon, all or any part of the Pledged Shares shall be applied, first to the
payment of all reasonable costs and expenses of holding and selling the Pledged
Shares, including, without limitation, attorney's fees and expenses, fees of any
accountants and court costs; second, to the full and complete payment of all of
the Obligation other than the unpaid principal balance of the Loan, and third,
to the full and complete payment of the unpaid principal balance of the Loan.
Any surplus of such cash or cash proceeds held by Stockholder and remaining
after payment in full of all of the Obligation, and the termination of the Note,
shall be paid over to Pledgor or to whomsoever may be lawfully entitled to
receive such surplus.
Section 6.5 - Indemnity and Expenses. Pledgor hereby indemnifies and holds
------------------------------------
harmless Stockholder from and against any and all claims, losses, and
liabilities arising out of or resulting from this Pledge Agreement (including
enforcement of this Pledge Agreement) , except claims, losses, or liabilities
resulting from the gross negligence or willful misconduct of Stockholder. Upon
demand, Pledgor shall pay to Stockholder the amount of any and all reasonable
expenses, including the reasonable fees and disbursements of its counsel and of
any experts and agents (including attorney's fees and expenses, whether related
to a suit or action or any reviews of or appeals from a judgment or decree
therein or in connection with non-judicial action) which Stockholder may incur
in connection with (a) the exercise or enforcement of any of the rights of
Stockholder hereunder, or (b) the failure by Pledgor to perform or observe any
of the provisions hereof.
ARTICLE 7
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MISCELLANEOUS PROVISIONS
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Section 7.1 - Reinstatement. This Pledge Agreement shall remain in full
---------------------------
force and effect and continue to be effective if at any time payment of the
Obligation, or any part thereof, is, pursuant to applicable law, avoided,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligation, whether as a "voidable preference," "fraudulent
conveyance," or otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part thereof, is avoided,
rescinded, reduced, restored, or returned, the Obligation, as the case may be,
shall be reinstated and deemed reduced only by such amount paid and not so
avoided, rescinded, reduced, restored, or returned.
Section 7.2 - Amendments; Waivers. No amendment to or waiver of any
---------------------------------
provision of this Pledge Agreement nor consent to any departure by Pledgor from
any provision in this Pledge Agreement shall in any event be effective unless
the same shall be in writing and signed by Stockholder, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it is given.
Section 7.3 - Protection of Pledged Shares. Stockholder may from time to
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time, at his option, perform any act which Pledgor agrees hereunder to perform
and which Pledgor shall fail to perform after being requested in writing so to
perform (it being understood that no such request need be given after the
occurrence and during the continuance of any Event of Default) and Stockholder
may from time to time take any other action which Stockholder may reasonably
deem necessary for the maintenance, preservation or protection of its security
interest in the Pledged Shares, all such actions being for the express benefit
of Stockholder and not Pledgor. The reasonable expenses incurred by Stockholder
in connection therewith shall be payable by Pledgor pursuant to Section 6.5.
Section 7.4 - Addresses for Notices. Any notice or other communication
-----------------------------------
required or permitted to be delivered to any party under this Pledge Agreement
shall be in writing and shall be deemed properly delivered, given and received
when delivered by hand, by certified or registered mail (postage prepaid),
return receipt requested, by courier or express delivery service or by confirmed
facsimile) to the address or facsimile telephone number set forth as follows (or
to such other address or facsimile telephone number as such party shall have
specified in a written notice given to the other parties hereto):
To Stockholder: Xxxx Xxxxxx Xxx 000
Xxxxxxxxx, Xxxxx 00000
Telephone Number: 000.000.0000
Facsimile Number: 409.826.2950
with copy to: Xxxxxx X. Xxxxxx, Esq.
Weycer, Kaplan, Pulaski & Xxxxx, P.C.
Eleven Greenway Plaza
0000 Xxxxxx Xxxxx
Xxxx -00-
Xxxxxxx, Xxxxx 00000-0000
Telephone Number: 000.000.0000
Facsimile Number: 713.961.5341
To Pledgor: Four Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Telephone Number: 000.000.0000
Facsimile Number: 203.854.9601
with copy to: Xxxxxxx X. Xxxxx, Esq.
Xxxxxx, Rockwood & Xxxxxxx
00 Xxxxxxxxx Xxxxxx
Post Office Box 5116
Xxxxxxxx, Xxxxxxxxxxx 00000
Telephone Number: 000.000.0000
Facsimile Number: 203.226.8025
Section 7.5 - Severability; Headings. Wherever possible each provision of
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this Pledge Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Pledge Agreement shall
be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Pledge
Agreement. Section captions used in this Pledge Agreement are for convenience
of reference only, and shall not affect the construction of this Pledge
Agreement.
Section 7.6 - Counterparts. This Pledge Agreement may be executed in any
--------------------------
number of counterparts, each of which when so delivered shall be deemed an
original, but all such counterparts shall constitute but one and the same
instrument. Each such agreement shall become effective upon the execution of a
counterpart hereof or thereof by each of the parties hereto.
Section 7.7 - Governing Law; Entire Agreement. THIS PLEDGE AGREEMENT SHALL
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BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF TEXAS. THIS PLEDGE AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY
PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first above written.
PLEDGOR:
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Bolt Technology Corporation,
a Connecticut corporation
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Chairman and President
---------------------------------
ACCEPTED AND ACKNOWLEDGED:
STOCKHOLDER:
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/s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------
Xxxxxx X. Xxxxxxx, Xx.
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SCHEDULE I
Attached to and forming a part of that certain Pledge Agreement ("Pledge
Agreement") dated as of April 20, 1999, made by Bolt Technology Corporation, a
Connecticut corporation ("Pledgor") in favor of Xxxxxx X. Xxxxxxx,
Xx.("Stockholder" ).
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Stock
Stock Issuer Class of Stock Certificate Number of Shares
Numbers
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A-G Geophysical
Products, Inc. Common Stock 5 4062
======================================================================
EXHIBIT "A"
STOCK POWER
FOR VALUE RECEIVED, BOLT TECHNOLOGY CORPORATION hereby transfes unto XXXXXX
X. XXXXXXX, XX., FOUR THOUSAND SIXTY-TWO (4,062) SHARES of the Common Stock of
A-G GEOPHYSICAL PRODUCTS, INC. ("Company"), registered in its name on the books
of said Company as represented by Certificate No. 5, and does hereby irrevocably
constitute and appoint XXXXXX X. XXXXXX as attorney to transfer the foregoing on
the books of said Company, with full power of substitution in the premises,
hereby ratifying and confirming all that my said attorney shall lawfully do by
virtue hereof.
DATED: April 20, 1999
-----------------------
BOLT TECHNOLOGY CORPORATION,
a Connecticut corporation
By:
Name: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Title: Chairman and President
--------------------------------------
IN PRESENCE OF:
________________________________
