EXHIBIT 10.21
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of February 21, 2001 (hereinafter referred to as
the "Pledge Agreement"), made by Xxxxx Xxxxx, (hereinafter referred to as
"Pledgor") and Digi Link Technologies, Inc., Corporation, (hereinafter referred
to as "DGLT").
W I T N E S S E T H
WHEREAS, Xxxxx Xxxxxx has issued to DGLT a Promissory Note in the sum of
Fifty Two Thousand Dollars ($52,000.00) as payment for the issuance of an option
and
WHEREAS, Xxxxx Xxxxx desires to induce DGLT to issue its shares underlying
certain options to Xxxxx Xxxxxx and to guarantee the payment of the exercise
price by the transfer and assignment of 200,000 shares of the Common Stock which
Xx. Xxxxx owns of Digi Link technologies, Inc., to secure said obligation, and
WHEREAS, said stock shall be held by DGLT as collateral for the prompt
payment of the Note of Xxxxx Xxxxxx.
NOW THEREFORE, in consideration of the premises, and for other good and
valuable consideration, receipt of which is hereby acknowledged, and Pledgor
hereby agrees as follows:
1. Pledge. Pledgor hereby pledges, assigns, hypothecates, transfers and
delivers to DGLT, and grants to DGLT a first lien on and security interest in
(the "Pledged Stock") together with appropriate undated stock powers duly
executed in blank; together with (subject to the provisions of Section 4 hereof)
all income and profits thereof, all distributions thereon, all other proceeds
thereof and all rights and privileges pertaining thereto, as collateral security
for (a) the prompt and complete payment when due (whether at the stated
maturity, by acceleration or otherwise) of the unpaid principal and interest on
the Note issued to evidence the balance due to DGLT by Pledgor (the foregoing
hereinafter being called the "Obligation"):
TO HAVE AND TO HOLD all and singular the Collateral Security (as defined in
Section 3 hereof) unto DGLT, its successors and assigns forever.
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2. Stock Dividends, Distributions. If, while this Agreement is in effect,
Pledgor shall become entitled to receive or shall receive any stock certificate,
notes of other security in respect of the Pledged Stock (including without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital, or
issued in connection with any reorganization), option or rights, whether as an
addition to, in substitution of, or in exchange for any shares of any Pledged
Stock, or otherwise, Pledgors, agree to accept the same as DGLT's agent and to
hold the same in trust on behalf of and for the benefit of DGLT subject to the
terms hereof, as additional Collateral Security for the Obligations.
3. Collateral Security. All property at any time pledged with DGLT
hereunder or in which DGLT is granted a security interest hereunder (whether
described herein or not) and all income there from and proceeds thereof, are
herein collectively sometimes called the "Collateral Security".
4. Cash Dividends, Payments on Pledged Subsidiary Receivables; Voting
Rights. Unless a Default or Event or Default under the Loan Agreement Note shall
have occurred and be continuing, the Pledgor shall be entitled to receive all
cash dividends paid in respect of the Pledged Stock, and, unless DGLT shall have
given notice pursuant to Section hereof of its intentions to Exercise all voting
and corporate rights with respect to the Pledged Stock, the Pledgors shall be
entitled to vote the Pledged Stock and to give consents, waivers and
ratification's and exercise all corporate rights in respect of the Pledged
Stock, provided however, that no vote shall be case or consent, waiver or
ratification give or action taken which would impair the Collateral Security or
be inconsistent with or violate any provision of this Agreement, or the Notes.
5. Rights of DGLT. Any or all shares of the Pledged Stock held by DGLT may,
if a Default or Event of Default shall have occurred and be continuing and DGLT
shall have given prior written notice of its intention to do so to the Pledgors,
be registered in the name of DGLT or its nominee, and DGLT or its nominee may
thereafter, provided that DGLT shall have given prior written notice of its
intention to do so to the Pledgor, exercise all voting and corporate rights at
any meeting of any corporation issuing any of the shares included in the Pledged
Stock and exercise any and all rights of conversion, exchange, subscription or
any other rights, privileges or options pertaining to any shares of the Pledged
Stock as if it were the absolute owner thereof. DGLT shall have no duty to
exercise any of the aforesaid rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
6. Re-delivery of Certificates. Provided that Pledgor is not in default on
any provision of the Loan Agreement, this Pledgor Agreement or the Promissory
Note, DGLT shall return to Pledgor the Certificates or remaining Certificates
after an, election under Item 4 above, as the case may be, within ten (10)
banking days after the Note is fully satisfied.
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7. Remedies. In the event that any portion of the Obligations has become
due any payable and has not been paid (whether at the stated maturity thereof,
by acceleration or otherwise), DGLT without demand of performance or other
demand, advertisement or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon the Pledgor or any other
person (all and each of which demands, advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive, appropriate and realize upon
the Collateral Security, or any part thereof, and/or may forthwith sell, assign,
given option or options to purchase, contract to sell or otherwise dispose of
and deliver said Collateral Security, or any part thereof, in one or more
parcels at public or private sale or sales, at any exchange, broker's or
elsewhere upon such terms and conditions as it may deem advisable and at such
prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk, with the right to DGLT upon any such sale or
sales, public or private, to purchase the whole or any part of said Collateral
Security so sold, free of any right or equity or redemption in the Pledgor,
which right or equity or redemption in the Pledgor, which right or equity is
hereby expressly waived or released. DGLT shall apply the net proceeds of any
such collection, recover, receipt, appropriate, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care, safekeeping or otherwise of any and all of the
Collateral Security or in any way relating to the rights of DGLT hereunder,
including reasonable attorney's fees and legal expenses, to the payment in whole
or in part, of the Obligations in such order as DGLT may elect.
8. Representations, Warranties and Covenants of the Pledgor. The Pledgor
represents, warrants and agrees that he is the legal, record and beneficiary
owner of, and has good and marketable title to, the Pledged Stock described in
Section 1, subject to no pledge, lien, mortgage, hypothecation, security
interest, charge, option or other encumbrance whatsoever, except the lien and
security interest created by this Agreement.
9. No Disposition, etc. Without the prior written consent of DGLT, the
Pledgor agrees that they will not sell, assign, transfer, exchange, or otherwise
dispose of, or grant any options, warrants or agreements of any kind or with
respect to, the Collateral Security, nor will they create, incur or permit to
exist any pledge, lien, mortgage, hypothecation, security interest, charge,
option or any other encumbrance with respect to any of the Collateral Security,
or any interest thereon, of any proceeds thereof, except for the lien and
security interest provided for by this Agreement.
10. Further Assurances. The Pledgor agrees that at any time and from time
to time upon the written request of DGLT, the Pledgor will execute and deliver
such further documents and to such further acts and things as DGLT may
reasonably request in order to effect the purposes of this Agreement.
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11. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
IN WITNESS WHEREOF, the Pledgor and DGLT have caused this Pledge Agreement
to be duly executed and delivered by their respectively duly authorized officers
as of the day and year first above written.
Digi Link Technologies, Inc.
By:_________________________
By:/s/: Xxxxx Xxxxx
Xxxxx Xxxxx
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