Form 8-K Dated February 17, 1998
Purus, Inc.
File no. 0-22408
Exhibit No. 3
STOCK PLEDGE AGREEMENT
(Housekit and Hi-Tech)
STOCK PLEDGE AGREEMENT (SECURITY AGREEMENT), dated February
17, 1998, between PURUS, INC., a Delaware corporation, with an
office at 000 Xxxxxxx Xxxxxx, Xxxxx X, Xxxxxx Xxxx, XX 00000-
5529 ("Pledgee"), and CASA SOLAZ, INC., a Nevada corporation,
with an office at 00000 Xxxxx Xxxxx, Xxxxxx Xxxx, XX 00000
("Pledgor").
Pledgor and Pledgee are entering into a 6% Convertible
Promissory Note dated the date hereof (the "Note"), pursuant to
which, among other things, Pledgee will lend $1,800,000 to
Pledgor (the "Term Loan") on the terms and conditions set forth
in the Note. Pledgor owns, directly or indirectly, all of the
outstanding capital stock of each of Housekit Construcciones,
S.A., a Venezuelan corporation ("HKC"), Hi-Tech Houses de
Venezuela, C.A., a Venezuelan corporation ("HTH"), and
Suministros Yare Suyaca, C.A., a Venezuelan corporation ("SYS"),
(HKC and HTH are referred to collectively herein as the
"Subsidiaries"). It is a condition precedent to Pledgee's
obligation to make the Term Loan that Pledgor pledge to Pledgee
and grant Pledgee a security interest in all of the outstanding
capital stock of the Subsidiaries and SYS, and certain related
rights and property, as more fully described below.
Accordingly, Pledgor hereby agrees with Pledgee as follows:
1. Security Interest. In consideration of any loan,
advance, or other extension of credit heretofore or hereafter
made by Pledgee under the Note or otherwise to, or for the
account or benefit of Pledgor, and as security for the
Obligations (as hereinafter defined), Pledgor hereby pledges,
transfers and assigns to Pledgee and grants to Pledgee a security
interest (the "Security Interest") in the following:
(a) One Hundred (100) shares of the capital stock of HKC
with a capital value of One Hundred Thousand Bolivares (Bs.
100,000), (the "HKC Stock"), as evidenced by the Record Ownership
Book delivered by Pledgor to Pledgee concurrently with the
execution of this Agreement;
(b) Two Hundred Fifty (250) shares of the capital stock of
HTH with a capital value of Two Hundred Fifty Thousand Bolivares
(Bs. 250,000), (the "HTH Stock"), as evidenced by the Record
Ownership Book delivered by Pledgor to Pledgee concurrently with
the execution of this Agreement;
(c) all additional shares of capital stock of the
Subsidiaries hereafter issued to or acquired by Pledgor in any
manner;
(d) all shares of capital stock of the Subsidiaries which
Pledgor receives by reason of any stock split, bonus, dividend,
distribution, or other form of issue, with respect to or arising
from any of the stock described in subsections (a) through (c)
above;
(e) all warrants, rights, or options to acquire, or
securities convertible into, any capital stock of the
Subsidiaries, now or hereafter issued to or acquired by Pledgor;
(f) all dividends declared or paid upon the Pledged Stock
(as defined below) or any other stock or securities described
above;
(g) all increases and profits from the foregoing and all
replacements and substitutions for the foregoing; and
(h) all proceeds of the foregoing including, without
limitation, all securities or other property acquired with any
proceeds.
For purposes of this Agreement the term "Pledged Stock"
means all shares or securities issued or issuable as described in
subsections (a) through (e) above. The property described in
subsections (a) through (h) above is referred to hereinafter
collectively as the "Collateral". Pledgor is delivering herewith
physical possession of the Record Ownership Books pertaining to
the Pledged Stock to Pledgee, accompanied by appropriate
instruments of transfer executed in blank, and Pledgee herewith
acknowledges receipt of the Pledged Stock. Concurrently with the
execution of this Agreement, Pledgor is causing HKC to execute
and deliver to Pledgee a pledge agreement pertaining to the
capital stock of SYS.
2. Obligations Secured. The Collateral secures all
present and future loans, advances, liabilities, obligations,
covenants, duties and indebtedness at any time owing by Pledgor
to Pledgee, whether evidenced by this Agreement, the Note, any
other note, any other instrument or document, whether arising
from an extension of credit, banker's acceptance, loan, guaranty,
indemnification or otherwise, whether direct or indirect,
absolute or contingent, due or to become due, including, without
limitation all interest, charges, expenses, fees, attorney's fees
and any other sum chargeable to the Pledgor hereunder or under
any other agreement with Pledgee (the "Obligations").
3. Representations and Warranties of Pledgor. Pledgor
represents and warrants that: (a) each instrument and document
constituting Collateral is genuine and in all respects what it
purports to be; (b) Pledgor is the legal and beneficial owner of
the Collateral free of all pledges, security interests, charges,
liens, or other encumbrances, except under this Agreement, and
has the power and authority to convey any or all of its rights
and interests in the Collateral; (c) the Pledged Stock
constitutes all of the issued and outstanding capital stock of
the Subsidiaries owned by Pledgor; (d) there are no options,
warrants, calls, or other rights or commitments of any character
giving any person the right to purchase any of the Pledged Stock
or other Collateral from Pledgor; (e) to the best of Pledgor's
knowledge, the Pledged Stock has been duly authorized and validly
issued, is fully paid and non-assessable, and was not issued in
violation of the preemptive or other rights of any person; (f)
there are no restrictions on the voting rights or upon the
transfer of any of the Collateral other than those contained in
this Agreement or appearing on the records evidencing the
Collateral; (g) the instruments of transfer delivered with the
Pledged Stock herewith are duly executed and give Pledgee the
power they purport to confer; and (h) the execution, delivery and
performance by Pledgor of this Agreement does not and will not
result in any violation of or conflict with the terms of
Pledgor's articles of incorporation, bylaws, or other
organizational documentation, or any agreement, indenture,
instrument, license, judgment, decree, order, law, statute,
ordinance or other governmental rule or regulation applicable to
or binding upon Pledgor.
4. Covenants of Pledgor. So long as this Agreement is in
effect, Pledgor: (a) will defend the Collateral against the
claims and demands of all other parties; will keep the Collateral
free from all security interests or other encumbrances, except
under this Agreement; and will not sell, transfer, assign,
deliver or otherwise dispose of any Collateral or any interest
therein or right thereunder or grant to any person any option,
warrant, or other rights to acquire any of the Collateral or any
interest therein or right thereunder, without the prior written
consent of Pledgee; (b) in connection herewith, will execute and
deliver to Pledgee such financing statements, assignments,
registrations, and other documents and do such other things
relating to the Collateral and the Security Interest as Pledgee
may reasonably request, and pay all costs of lien searches and
filing financing statements, assignments and other documents in
all public offices reasonably requested by Pledgee; (c) will
notify Pledgee promptly in writing of any change in Pledgor's
address; (d) will not, except upon Pledgee's request or with
Pledgee's prior written consent, seek or take delivery of any
additional instrument or other written document constituting or
evidencing any Collateral, and if Pledgor receives any such
additional instrument or document (whether or not at Pledgee's
request or with its consent), Pledgor will immediately notify
Pledgee thereof and immediately deliver such instrument or
document to Pledgee, duly endorsed as Pledgee requests or
accompanied by an appropriate instrument of transfer executed in
blank; and (e) will pay or reimburse Pledgee for all taxes,
assessments and other charges of every nature which may be
imposed, levied or assessed on Pledgee in respect of the
Collateral.
5. Voting Rights; Irrevocable Proxy. So long as no Event
of Default (as hereinafter defined) has occurred and is
continuing, Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Collateral
or any part thereof for any purpose not inconsistent with the
terms of this Agreement and the Note; provided, that Pledgor
shall not exercise or refrain from exercising any such right if
such action would have a material adverse effect on the value of
the Collateral or any part thereof. Pledgee shall execute and
deliver (or cause to be executed and delivered) to Pledgor all
such proxies and other instruments as Pledgor may reasonably
request for the purpose of enabling Pledgor to exercise its
voting and other rights as provided in the preceding sentence.
If an Event of Default occurs, and so long as it continues, then,
at Pledgee's election in its sole discretion indicated by written
notice to Pledgor, all of Pledgor's rights to exercise any voting
or other consensual rights pertaining to the Collateral or any
part thereof shall cease, and all such rights shall thereupon
become vested in Pledgee, which shall thereupon have the sole
right to exercise such voting and other consensual rights. In
furtherance of the immediately preceding sentence, Pledgor
irrevocably constitutes and appoints Pledgee, effective upon
Pledgee's giving of the foregoing notice after the occurrence and
during the continuance of any Event of Default, as Pledgor's
proxy with full power, in the same manner, to the same extent and
with the same effect as if Pledgor were to do the same, and
whether or not the Collateral has been transferred into the name
of Pledgee or its nominee: (a) to attend all meetings of
stockholders of the Subsidiary and to vote the Collateral at such
meetings in such manner as Pledgee shall, in its sole discretion,
deem appropriate, including, without limitation, in favor of the
liquidation of the Subsidiary; (b) to consent, in the sole
discretion of Pledgee, to any and all action by or with respect
to the Subsidiary for which the consent of the stockholders of
the Subsidiary is or may be necessary or appropriate; and (c)
without limitation, to do all things which Pledgor can or could
do as a stockholder of the Subsidiary, giving to Pledgee full
power of substitution and revocation. The foregoing proxy shall
terminate when this Agreement is no longer in full force and
effect as hereinafter provided. Pledgor hereby revokes any proxy
or proxies heretofore given by Pledgor to any person or persons
whatsoever and agrees not to give any other proxies in derogation
hereof until this Agreement is no longer in full force and effect
as hereinafter provided.
6. Registered Holder of Collateral. At any time, either
before or after an Event of Default has occurred and is
continuing, Pledgee is authorized to transfer the Collateral or
any part thereof into its own name or that of its nominee so that
Pledgee or its nominee may appear of record as the sole owner
thereof.
7. Dividends and Other Income from Collateral; Additional
Shares.
(a) So long as no Event of Default hereunder has occurred
and is continuing, Pledgor shall be entitled to receive any and
all dividends or other income paid in respect of the Collateral.
If an Event of Default has occurred and is continuing, then
Pledgor's entitlement to receive dividends or other income in
respect of the Collateral shall cease, and, until such Event of
Default has been cured or the Obligations are fully and finally
paid, any and all such dividends and other income shall be paid
directly to Pledgee without deduction, credit, or setoff for any
reason; Pledgee shall, at its sole election, either hold them as
Collateral or apply the same to the Obligations in such order and
manner as Pledgee determines.
(b) Any and all dividends paid or payable other than in
cash in respect of, and instruments, stock and other property
received, receivable or otherwise distributed in respect of, upon
the subdivision or combination of, or in exchange for, any
Collateral, shall constitute Collateral, and shall forthwith be
paid or delivered directly to Pledgee to hold as Collateral.
(c) Any and all dividends and other distributions paid or
payable in cash in respect of any Collateral in connection with a
partial or total liquidation or dissolution, and any and all cash
paid, payable or otherwise distributed in respect to redemption
of, or in exchange for, any Collateral, shall be paid or
delivered directly to Pledgee, which, at Pledgee's sole election,
shall be held as Collateral or applied to the Obligations in such
order and manner as Pledgee determines.
(d) If Pledgor receives, or becomes entitled to receive,
any additional shares of any Subsidiary's capital stock or any
other property, other than as contemplated in subsections (a),
(b), and (c) of this Section 7 (whether by reclassification,
readjustment, stock split or other change in the capital
structure of such Subsidiary, or in any other manner), such
shares or other property shall constitute Collateral, and Pledgor
shall direct such Subsidiary to deliver certificates representing
such shares and all such other property directly to Pledgee to be
held as Collateral, and Pledgor shall deliver to Pledgee
appropriate instruments of transfer executed in blank with
respect thereto.
(e) If, notwithstanding the foregoing, Pledgor receives any
dividend or other property payable or deliverable directly to
Pledgee in accordance with the foregoing subsections, Pledgor
shall receive it in trust for the benefit of Pledgee, segregate
it from the other property or funds of Pledgor, and deliver it
immediately to Pledgee in the form received (with any necessary
endorsement).
8. Increases, Profits, Payments or Distributions.
(a) Whether or not an Event of Default has occurred,
Pledgor authorizes Pledgee: (i) to receive any increase in or
profits on the Collateral (which, for the purposes hereof, shall
not include cash dividends) and to hold the same as part of the
Collateral; and (ii) to receive any payment or distribution on
the Collateral upon redemption by, or dissolution and liquidation
of, any Subsidiary, to surrender the Collateral or any part
thereof in exchange therefor, and, at Pledgee's sole election, to
hold the net cash receipts from any such payment or distribution
as part of the Collateral, or to apply them to the Obligations in
such order and manner as Pledgee determines.
(b) If Pledgor receives any such increase, profits,
payments or distributions, Pledgor will receive and deliver the
same promptly to Pledgee on the same terms and conditions set
forth in Section 7(e).
9. Events of Default. It shall be an Event of Default
hereunder if any Event of Default under the Note occurs.
10. Remedies.
(a) Whenever an Event of Default occurs and so long as it
continues, Pledgee shall have, and may exercise with respect to
the Collateral, in such order and manner as it determines, all
rights and remedies of a secured party under the Uniform
Commercial Code and under any other applicable law, as the same
may from time to time be in effect, as well as those rights
granted herein, under the Note, and in any other agreement now or
hereafter in effect between Pledgor and Pledgee. Without
limiting the generality of the foregoing, whenever an Event of
Default exists, Pledgee may sell or otherwise dispose of all or
any part of the Collateral by public or private sale, in one or
more transactions, and in such order as Pledgee determines.
Pledgor agrees and acknowledges that Pledgee may be a purchaser
of the Collateral in any such public or private sale. Proceeds
realized from such sales and dispositions shall be applied first
to Pledgee's costs and expenses in connection therewith and then
to the Obligations in such order as Pledgee determines. Pledgor
recognizes that Pledgee may be unable to effect a public sale of
all or a part of the Collateral by reason of certain provisions
contained in laws and regulations of the United States, various
states within the United States, and/or the laws of Venezuela,
and may be compelled to resort to one or more private sales of
limited amounts of the Collateral to a restricted group of
purchasers who will be obliged to agree, among other things, to
acquire the Collateral for their own account, for investment and
without a view to the distribution or resale thereof. Pledgor
understands that private sales so made may be at prices and other
terms less favorable than if the Collateral were sold at public
sales, and agrees that Pledgee has no obligation to delay the
sale of the Collateral for the period of time necessary to permit
Pledgee to register or qualify the Collateral for sale or
register a public sale transaction under the laws and regulations
of the United States, various states within the United States,
and/or the laws of Venezuela. Pledgor agrees that private sales
under the foregoing circumstances shall be deemed to have been
made in a commercially reasonable manner.
(b) Pledgor agrees that it will provide notice to Pledgee
of a sale stating the time and place of sale, disposition or
other intended action hereunder or in connection herewith,
whether required by the Uniform Commercial Code or otherwise, and
it shall constitute reasonable notice to Pledgor if such notice
is mailed by registered or certified mail, return receipt
requested, postage prepaid, or delivered personally against
receipt, or sent by a recognized overnight delivery service, at
least thirty (30) days prior to such action, to Pledgor's address
set forth in the caption of this Agreement or to such other
address as is specified in writing to Pledgee as the address to
which notices shall be given to Pledgor.
(c) Pledgor shall pay on demand all costs and expenses
incurred by Pledgee in enforcing this Agreement, in realizing
upon or protecting any Collateral and in enforcing and collecting
any Obligations or any guaranty thereof, including, without
limitation, if Pledgee retains counsel for advice, suit, appeal,
insolvency or other proceedings under the federal Bankruptcy Code
or otherwise, or for any of the above purposes, the actual
attorneys' and paralegals' fees incurred by Pledgee, and all such
costs and expenses are secured by the Collateral, as well as by
all other property serving as security for the Obligations.
11. Miscellaneous.
(a) Pledgor authorizes Pledgee, without notice or demand
and without affecting any obligations hereunder, from time to
time: (i) to take from any party and hold collateral (other than
the Collateral) for the payment of the Obligations or any part
thereof, and to exchange, enforce or release such collateral or
any part thereof; (ii) to accept and hold any endorsement or
guaranty of payment of the Obligations or any part thereof and to
release or substitute any such endorser or guarantor, or any
party who has given any security interest in any other collateral
as security for the payment of the Obligations or any part
thereof, or any other party in any way obligated to pay the
Obligations or any part thereof; and (iii) to direct the order or
manner of the disposition of the Collateral and any and all other
collateral and the enforcement of any and all endorsements and
guaranties relating to the Obligations or any part thereof as
Pledgee, in its sole discretion, may determine.
(b) Pledgor hereby appoints Pledgee as Pledgor's attorney-
in-fact (without requiring Pledgee) to perform all acts which
Pledgee deems appropriate in accordance with this Agreement to
perfect and continue its interests hereunder in the Collateral
and to protect, preserve and realize upon the Collateral.
Pledgor further appoints Pledgee as its attorney-in-fact to
execute such orders and receipts for payment of the Collateral in
accordance with this Agreement as Pledgee deems appropriate in
its sole discretion. These powers of attorney are coupled with
an interest and shall be irrevocable and are given to secure
performance by Pledgor of the Obligations and are irrevocable.
Pledgor ratifies and approves all acts of such attorney, and
Pledgee shall not be liable for any acts or omissions or any
error of judgment or mistake of fact or law other than resulting
from Pledgee's bad faith or willful misconduct. Subject to the
terms of this Agreement, Pledgee may demand, collect, and xxx on
the Collateral (in either its or Pledgor's name, at Pledgee's
sole option), and enforce, compromise, settle, or discharge the
Collateral, without discharging the Obligations or any part
thereof and whether or not any such action results in the
imposition of any penalty. Pledgor authorizes and directs each
Subsidiary to make any payments in respect of the Collateral as
Pledgee may direct and hereby releases each Subsidiary from any
liability to Pledgor for making such payments.
(c) Upon Pledgor's failure to perform any of its duties
hereunder, Pledgee may, but shall not be obligated to, perform
any or all such duties, and Pledgor shall pay an amount equal to
the cost thereof to Pledgee on demand. Payment of such amount
shall be secured by the Collateral, as well as by all other
property serving as security for the Obligations.
(d) Pledgee's failure to exercise any right, remedy or
option under this Agreement or any supplement or other agreement
between Pledgee and Pledgor or delay by Pledgee in exercising the
same will not operate as a waiver. No waiver by Pledgee shall
affect its right to require strict performance of this Agreement.
Pledgee's rights and remedies will be cumulative and not
exclusive.
(e) Pledgee shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its
possession if such Collateral is accorded treatment substantially
equal to that which Pledgee accords its own property, it being
understood that Pledgee shall not have responsibility for (i)
acting g or taking action with respect to any matters relative to
any Collateral, whether or not Pledgee has or is deemed to have
knowledge of such matters, or (ii) taking any necessary steps to
preserve rights against any parties with respect to any
Collateral. Pledgor shall have the sole responsibility for
taking any and all steps to preserve rights against any and all
parties to any Collateral, whether or not in Pledgee's
possession. Pledgee shall not be responsible for loss or damage
resulting from Pledgee's failure to enforce or collect any
Collateral or to collect any moneys due or to become due
thereunder. Pledgor waives protest of any Instrument
constituting Collateral at any time held by Pledgee on which such
Pledgor is in any way liable and waives notice of any other
action taken by Pledgee.
(f) If any provision of this Agreement shall be prohibited
or invalid under applicable law, it shall be ineffective only to
such extent, without invalidating the remainder of this
Agreement.
(g) Upon any assignment by Pledgee of its rights and
obligations, or any part thereof, in accordance with the Note,
such assignee shall become vested with Pledgee's rights and
benefits hereunder to the extent of such assignment.
(h) If after receipt of any payment of, or proceeds of
Collateral applied to the payment of, any of the Obligations,
Pledgee is required to surrender or return such payment or
proceeds to any person for any reason, then the Obligations
intended to be satisfied by such payment or proceeds shall be
reinstated and continue and this Agreement shall continue in full
force and effect as if such payment or proceeds had not been
received by Pledgee. Pledgor shall be liable to pay to Pledgee,
and does indemnify and hold Pledgee harmless for the amount of
any payments or proceeds surrendered or returned. This
subsection shall remain effective notwithstanding any contrary
action which may be taken by Pledgee in reliance upon such
payment or proceeds. This subsection shall survive the
termination or revocation of this Agreement.
(i) This Agreement may not be modified, altered or amended,
except by an agreement in writing signed by each Pledgor and
Pledgee.
(j) Neither Pledgee nor any Pledgee Affiliate shall be
liable for any indirect, special, incidental or consequential
damages in connection with any breach of contract, tort or other
wrong relating to this Agreement or the Obligations or the
establishment, administration or collection thereof (including
without limitation damages for loss of profits, business
interruption, and the like), whether such damages are foreseeable
or unforeseeable, even if Pledgee has been advised of the
possibility of such damages. Neither Pledgee nor any Pledgee
Affiliate shall be liable for any claims, demands, losses or
damages, of any kind whatsoever, made, claimed, incurred or
suffered by Pledgor through the ordinary negligence of Pledgee,
or any Pledgee Affiliate. "Pledgee Affiliate" shall mean
Pledgee's directors, officers, employees, agents, attorneys and
any other person or entity affiliated with or representing
Pledgee.
(k) This Agreement represents the entire agreement and
understanding of the parties concerning the subject matter
hereof, and supersedes all other prior agreements,
understandings, negotiations and discussions, representations,
warranties, commitments, proposals, offers and contracts
concerning the subject matter hereof, whether oral or written.
(1) All terms, conditions, promises, covenants, provisions
and warranties shall inure to the benefit of and bind Pledgee's
and Pledgor's respective representatives, successors and assigns.
(m) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA.
(n) THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL COURT IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH CALIFORNIA STATE OR FEDERAL COURT. THE PLEDGOR HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO, THE DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING.
(o) The Pledgor irrevocably consents to the service of
process out of any of the courts referenced in subsection (n) of
Section 11, in any such action or proceeding by the mailing of
the copies thereof by certified mail, return receipt requested,
postage prepaid, to it at its address set forth herein, such
service to become effective upon the earlier of (i) the date 10
calendar days after such mailing or (ii) any earlier date
permitted by applicable law. Nothing in this Section 11 shall
affect the right of the Pledgee to bring proceedings against the
Pledgor in the courts of any other jurisdiction or to serve
process in any other manner permitted by applicable law.
(p) THE PLEDGOR AND PLEDGEE HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OF THE PLEDGOR OR PLEDGEE. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PLEDGEE ENTERING INTO THIS
AGREEMENT AND MAKING THE TERM LOAN TO THE PLEDGOR EVIDENCED BY
THE NOTE.
(q) Any notice required hereunder shall be in writing and
addressed to Pledgor and to Pledgee at their addresses set forth
at the beginning of this Agreement. All such notices and
communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; when received,
if deposited in the mail, postage prepaid; when transmission is
verified, if telecopied; and on the next business day, if timely
delivered to an air courier guaranteeing overnight delivery.
Where this Agreement provides for notice, such notice may be
waived in writing by the person entitled to receive such notice,
either before or after the date on which the person entitled to
receive such notice and either before or after the event, and
such waiver shall be the equivalent of such notice.
(r) This Agreement may be executed in one or more
counterparts, each of which taken together shall constitute one
and the same instrument.
(s) This Agreement shall remain in full force and effect
until all of the Obligations have been indefeasibly paid and
performed in full and the Note and all other agreements,
documents and instruments referred to therein or at any time
executed and/or delivered in connection therewith or related
thereto, including, but not limited to, this Agreement, have been
terminated, at which time Pledgee shall release and return the
Pledged Stock then being held by it to Pledgor.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
PURUS, INC.
By: /s/ Xxxxx Xxxxxxx, Chief Executive officer
CASA SOLAZ, INC.
By: /s/ Xxxxxx Xxxxxxxx, President
