Exhibit 10.106c
STOCK PLEDGE AGREEMENT
Date: April 11, 2003
TO : VERTICAL COMPUTER SYSTEMS, INC.
PLEDGE OF STOCK
To induce you, Vertical Computer Systems, Inc., to sell 3,000,000
shares of common stock of TranStar Systems, Inc. (the "TranStar") for U.S.
$250,000.00 to me, Xxxx Xxxxxxxx, an individual ("Radlovic"), as evidenced by my
Promissory Note, and the Loan and Security Agreement, by and between Radlovic
and you (the "Security Agreement"), in that amount dated the date of this Stock
Pledge Agreement (the "Agreement"), bearing interest at the rate of ten percent
(10%) per annum, and payable to your order on April 11, 2007 (the "Note", which
term will include any amendments thereto and substitutions therefor), and in
consideration of your making said sale, and to secure payment of all amounts
owing under the Note and this Agreement and performance of all of my other
obligations under the Note and under this Agreement, the undersigned hereby
pledge to you and grant you a security interest in FIVE MILLION (5,000,000)
shares , with a par value of U.S. $.01 per share, of TranStar common stock owned
by Radlovic, represented by certificate(s) no.
________________________________________________ delivered to you herewith duly
endorsed in blank or with stock powers duly signed in blank, in either case with
signatures guaranteed by a commercial bank in the United States or by a member
firm of the NASD or any regional or national stock exchange; and (ii) any other
"Collateral" (as hereinafter defined).
DEFINITION OF COLLATERAL
The term "Collateral" means (i) the shares of stock pledged under the
foregoing paragraph (collectively called the "Stock"), and (ii) any cash,
securities or other property paid or otherwise distributed on, with respect to,
or in exchange for any Collateral. You may at any time transfer the Stock or any
other Collateral into your name or the name of your nominee. If I receive any
such other Collateral, I shall promptly deliver the same to you in the form
received together with any endorsement or instrument of transfer requested by
you; but until a "default under this Agreement" (as hereinafter defined) occurs,
I will be entitled to retain regular, periodic dividends paid on the Stock (but
not on any other Collateral) from the earnings of TranStar; and you will remit
to me any such dividends which you receive. In addition, if a default under this
Agreement occurs, you shall be entitled to vote the Stock and any other
Collateral held by you under this Agreement, and at all such times I shall not
be entitled to vote the Stock or any other Collateral; and I hereby grant you an
irrevocable proxy to so vote the Stock and any other Collateral.
WARRANTIES
I hereby warrant to you that:
a. TranStar, Inc. is duly incorporated and validly existing under
the laws of the State of Nevada;
b. I have taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement and the
Note, which constitute my legally binding obligations;
c. I am the sole owner of the Stock;
d. the Stock is validly issued, is fully paid and non-assessable,
and is not subject to any claim, restriction, lien or other
encumbrance except as provided in this Agreement;
e. the Stock represents 29% of the total of 17,000,000 shares of
TranStar, which are issued and outstanding and I may pledge
and grant a security interest in the Stock without obtaining
the approval of any other person, corporation, partnership, or
other entity, or any governmental authority,
STOCK PLEDGE AGREEMENT-RADLOVIC
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f. there are no options, warrants, privileges or other rights
outstanding with respect to any of the Stock subject to the
terms of the Amended Stockholder's Agreement dated October 14,
2000.
PROHIBITION ON TRANSFER OF COLLATERAL
I agree that I will not sell, transfer, assign or encumber any of my
rights in any of the Collateral or grant any rights in or to any of the
Collateral except pursuant to this Agreement.
FURTHER ASSURANCES
I will, at my expense, take or cause to be taken such action and
execute and deliver or cause to be executed and delivered such additional
agreements and documents as you may request in connection with this Agreement or
any of the Collateral or to perfect your security interest in any of the
Collateral, including, without limitation, delivering any Collateral to you and
executing and filing financing and other statements under the Uniform Commercial
Code in effect in any state; and I hereby authorize you to sign any such
agreement or document or statement on my behalf and to file any such statement
with or without my signature.
DEFAULT
Upon a default under any of the provisions of the Note, or if any
warranty by me hereunder is incorrect, or if I fail to perform any of my
obligations under this Agreement (any such default or breach of warranty or
failure being herein called "a default under this Agreement"), you may, without
notice, take such action as you deem advisable with respect to the Collateral,
including, without limitation, selling any of the Collateral at public or
private sale on such terms as you deem appropriate; and you are also authorized
as my attorney-in-fact to endorse or otherwise effect the transfer of any of the
Collateral. At any such sale you may be the purchaser.
REMEDIES; ORDER OF PURSUIT
You shall not be required to resort to or pursue any of your rights or
remedies under or with respect to any other agreement or any other collateral
before pursuing any of your rights or remedies under this Agreement. You may
pursue your rights and remedies in such order as you determine, and the exercise
by you of any right or remedy will not preclude your exercising any other right
or remedy.
DELAY; WAIVER
The failure or delay by you in exercising any of your rights hereunder
or with respect to the Note or any other collateral securing the Note in any
instance shall not constitute a waiver thereof in that or any other instance.
You may waive your rights only by an instrument in writing signed by you.
EXPENSES
I agree to pay on demand all expenses of enforcing the provisions of
this Agreement and your rights against any of the Collateral, including, without
limitation, expenses and fees of legal counsel, court costs and the cost of
appellate proceedings.
WHERE TO MAKE PAYMENTS
All payments under this Agreement shall be made in lawful currency of
the United States of America in immediately available funds at VERTICAL COMPUTER
SYSTEMS, INC., 0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 00000, attn:
President, as provided in the Security Agreement, or in such other manner or at
such other place as you shall designate in writing.
GOVERNING LAW; AGENT FOR SERVICE OF PROCESS
STOCK PLEDGE AGREEMENT-RADLOVIC
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This Agreement and your rights and my obligations hereunder shall be
governed by and construed in accordance with the law of the State of California.
I agree that any legal action or proceeding with respect to this Agreement or
any of the Collateral may be brought in the courts of the State of California
and of the United States having jurisdiction in the County of Los Angeles and
State of California and for the purpose of any such legal action or proceeding,
I hereby submit to the non-exclusive jurisdiction of such courts and agree not
to raise and waive any objection I may have based upon personal jurisdiction or
the venue of any such court or forum non conveniens. I agree not to bring any
action or other proceeding with respect to this Agreement or any of my
obligations under this Agreement in any other court unless such courts of the
State of California and of the United States determine that they do not have
jurisdiction in the matter. For purposes of any proceeding involving this
Agreement, I hereby irrevocably appoint Xxxx Xxxx, Esq., at 0000 Xxxxxxxx Xxxx.,
Xxx. 000 Xxx Xxxxxxx, XX 00000, my agent to receive service of process for me
and on my behalf.
I will at all times maintain an agent to receive service of process in
California, on my behalf with respect to this Agreement, and in the event that,
for any reason, the agent named above or any successor agent shall no longer
serve as my agent to receive service of process in California, I shall promptly
appoint a successor and advise you thereof.
AMENDMENT
This Agreement may only be amended by an instrument in writing signed
by you and me.
Very truly yours,
PLEDGOR
XXXX XXXXXXXX
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By: Xxxx Xxxxxxxx, an individual
PLEDGEE
AGREED:
VERTICAL COMPUTER SYSTEMS, INC.
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By: Xxxxxxx Xxxx, President
STOCK PLEDGE AGREEMENT-RADLOVIC
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