EXHIBIT 4.4
SECURITIES PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Agreement"), dated as of August 11th, 2004,
made by Tarpon Industries, Inc. (THE "PLEDGOR"), is in favor of STANDARD FEDERAL
BANK N.A. (THE "PLEDGEE").
W I T N E S S E T H
WHEREAS, Xxxxxx Welding Co. (THE "BORROWER") and the Pledgee are parties
to that certain Loan and Security Agreement, dated as of even date herewith, as
amended, amended and restated or otherwise modified from time to time (the "LOAN
AGREEMENT"), pursuant to which the Pledgee has agreed to extend loans and
certain other financial accommodations to the Borrower and the Borrower has
granted to the Pledgee a security interest in substantially all of the
Borrower's assets;
WHEREAS, the Pledgor has executed a certain Continuing Unconditional
Guaranty of even date herewith (the "Guaranty") in favor of Pledgee, pursuant to
which Pledgor has guaranteed all of Borrower's Liabilities, as such term is
defined in the Loan Agreement;
WHEREAS, the extension and/or continued extension of credit, as aforesaid,
by Pledgee is necessary and desirable to the conduct and operation of the
business of Borrower and will inure to the personal and financial benefit of the
Pledgor;
WHEREAS, the Pledgor presently owns 100% of the issued and outstanding
shares of capital stock of Borrower, evidenced by stock certificate no. 11 dated
April 5,2004, and may in the future acquire additional shares of said capital
stock (all of such now owned or hereafter acquired shares of capital stock being
collectively referred to herein as the "PLEDGED SHARES");
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the Pledgor hereby
agrees as follows:
1. PLEDGE. The Pledgor hereby pledges to the Pledgee, and grants to the
Pledgee a security interest in, the following (the "PLEDGED COLLATERAL"):
(a) the Pledged Shares now owned by the Pledgor and the
certificates, if any, representing such Pledged Shares, and all dividends, cash,
securities, instruments, rights and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Pledged Shares;
(b) all additional shares of said stock acquired by the Pledgor in
any manner, and the certificates, if any, representing such additional shares
(any such additional shares shall constitute part of the Pledged Shares under
and as defined in this Agreement), and all dividends, cash, instruments,
subscription warrants, securities and any other rights and options and other
property
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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 other property hereafter delivered to the Pledgee in
substitution for, as proceeds of, or as distributions with respect to any of the
foregoing, all certificates, instruments and documents representing or
evidencing such property, and all cash, securities, interest, dividends, rights
and other property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all thereof.
2. SECURITY FOR LIABILITIES. The Pledged Collateral secures the payment
and performance of all of the Pledgor's obligations, liabilities, and
indebtedness under the Guaranty and all obligations of Pledgor now or hereafter
existing under this Agreement (all such obligations, liabilities and
indebtedness under the Guaranty and all such obligations of Pledgor now or
hereafter existing under this Agreement being referred to herein as the
"Liabilities").
3. DELIVERY OF PLEDGED SHARES. All certificates, instruments or
documents, if any, representing or evidencing the Pledged Shares shall be
delivered to and held by or on behalf of the Pledgee pursuant hereto and shall
be in suitable form for transfer by delivery, shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Pledgee. In the event any or all of the Pledged
Shares are evidenced by a book entry, Pledgor shall execute and deliver or cause
to be executed and delivered to Pledgee such control agreements, documents, and
agreements as are required by Pledgee to create and perfect a security interest
in such uncertificated Pledged Shares. In addition, the Pledgee shall have the
right at any time to exchange certificates or instruments representing or
evidencing Pledged Shares for certificates or instruments of smaller or larger
denominations.
4. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants
as follows:
(a) The Pledged Shares have been duly authorized and validly
issued and are fully paid and non-assessable.
(b) The Pledgor is, or at the time of any future delivery, pledge,
assignment or transfer will be, the legal and beneficial owner of the Pledged
Collateral, free and clear of any lien, security interest, pledge, warrant,
option, purchase agreement, shareholders' agreement, restriction, redemption
agreement or other charge, encumbrance or restriction of any nature on the
Pledged Collateral, except for the lien created by this Agreement or in
connection with Pledgor's 2004 bridge financing notes and restrictions on
transfer under applicable securities laws, with full right to deliver, pledge,
assign and transfer the Pledged Collateral to the Pledgee as Pledged Collateral
hereunder.
(c) The pledge of the Pledged Collateral pursuant to this
Agreement creates a valid, perfected and first priority security interest in the
Pledged Collateral, securing the payment of the Liabilities.
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(d) No authorization, approval, or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant to
this Agreement or for the execution, delivery or performance of this Agreement
by the Pledgor, or (ii) for the exercise by the Pledgee of the voting or other
rights provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement (except as may be required in connection
with a disposition of such shares by laws affecting the offering and sale of
securities generally).
(e) The Pledgor has full power and authority to enter into this
Agreement and has the right to vote, pledge and grant a security interest in the
Pledged Collateral as provided by this Agreement.
(f) None of the Pledged Shares has been issued in violation of any
federal, state or other law, regulation or rule pertaining to the issuance of
securities, or in violation of any rights, pre-emptive or otherwise, of any
present or past stockholder of any Issuer described in Schedule I attached
hereto and made a part hereof.
5. FURTHER ASSISTANCE. The Pledgor agrees that at any time and from
time to time, at the expense of the Pledgor, the Pledgor will promptly execute
and deliver, or cause to be executed and delivered, all certificates, if any,
representing the Pledged Shares, stock powers, proxies, assignments, instruments
and documents; will take all steps necessary to properly register the transfer
of the security interest hereunder on the books of the Issuer of any
uncertificated securities included in the Pledged Shares; and will take all
further action that may be necessary or desirable, or that the Pledgee may
request in its sole discretion, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable the Pledgee to
exercise and enforce its rights and remedies hereunder with respect to any
Pledged Collateral and to carry out the provisions and purposes hereof.
6. VOTING RIGHTS; DIVIDENDS; ETC.
(a) So long as no Event of Default (as hereinafter defined) or
event which, with the giving of notice or the lapse of time, or both, would
become an Event of Default, shall have occurred:
(i) The Pledgor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Shares
or any part thereof for any purpose not inconsistent with the terms
of this Agreement or the Loan Agreement; provided, however, that the
Pledgor shall not exercise nor shall it refrain from exercising any
such right if such action could have a material adverse effect on
the value of the Pledged Collateral or any part thereof.
(ii) The Pledgor shall be entitled to receive and retain any
and all dividends and interest paid in respect of the Pledged
Collateral, provided however, that any and all
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(A) dividends and interest paid or payable other than
in cash in respect of, and instruments and other property
received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Collateral,
(B) dividends and other distributions paid or payable
in cash in respect of any Pledged Collateral in connection
with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or
paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in
respect of principal of, or in redemption of, or in exchange
for, any Pledged Collateral,
shall be Pledged Collateral, shall be forthwith delivered to the Pledgee to hold
as Pledged Collateral and shall, if received by the Pledgor, be received in
trust for the benefit of the Pledgee, be segregated from the other property or
funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged
Collateral in the same form as so received (with any necessary endorsement).
(iii) The Pledgor shall execute and deliver (or cause to be
executed and delivered) to the Pledgee all such proxies and other
instruments as the Pledgee may (reasonably) request for the purpose
of enabling the Pledgee to exercise the voting and other rights
which it is entitled to exercise pursuant to paragraph (i) above and
to receive the dividends or interest payments which it is authorized
to receive pursuant to paragraph (ii) above.
(b) Upon the occurrence of an Event of Default (as hereinafter
defined) or an event which, with the giving of notice or the lapse of time, or
both, would become an Event of Default:
(i) All rights of the Pledgor to exercise the voting and
other consensual rights which it would otherwise be entitled to
exercise pursuant to Section 6(a)(i) and to receive the dividends
and interest payments which it would otherwise be authorized to
receive and retain pursuant to Section 6(a)(ii) shall cease, and all
such rights shall thereupon become vested in the Pledgee which shall
thereupon have the sole right to exercise such voting and other
consensual rights and to receive and hold as Pledged Collateral such
dividends and interest payments; and
(ii) All dividends and interest payments which are received
by the Pledgor contrary to the provisions of paragraph (i) of this
Section 6(b) shall be received in trust for the benefit of the
Pledgee, shall be segregated from other funds of the Pledgor and
shall be forthwith paid over to the Pledgee as Pledged Collateral in
the same form as so received (with any necessary endorsements).
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7. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES. The Pledgor agrees
that it will not (i) sell, assign, transfer, convey, exchange, pledge or
otherwise dispose of, or grant any option, warrant, right, contract or
commitment with respect to, any of the Pledged Collateral without the prior
written consent of the Pledgee, or (ii) create or permit to exist any lien,
security interest, pledge, proxy, purchase arrangement, restriction, redemption
agreements, shareholders' agreement or other charge or encumbrance upon or with
respect to any of the Pledged Collateral, except for the lien created by this
Agreement or in connection with Pledgor's 2004 bridge financing notes and
restrictions on transfer under applicable securities laws.
8. APPLICATION OF PROCEEDS OF SALE OR CASH HELD AS COLLATERAL. The
proceeds of sale of Pledged Collateral sold pursuant to this Agreement and/or
the cash held as Pledged Collateral hereunder shall be (a) retained by the
Pledgee as cash collateral for the Liabilities, or (b) at the election of the
Pledgee, applied by the Pledgee as follows:
FIRST: to payment of the costs and expenses of such sale, including
the out-of-pocket expenses of the Pledgee and the reasonable fees and
out-of-pocket expenses of counsel employed in connection therewith, and to the
payment of all advances made by the Pledgee for the account of the Pledgor
hereunder, and the payment of all costs and expenses incurred by the Pledgee in
connection with the administration and enforcement of this Agreement, to the
extent that such advances, costs and expenses shall not have been reimbursed to
the Pledgee;
SECOND: to the payment of interest accrued and unpaid, if any, on
any of the Liabilities to and including the date of such application and then to
the payment or prepayment of principal of any of the Liabilities and then to the
payment of the balance of the Liabilities in such order as Pledgee may determine
in its sole discretion; and
THIRD: the balance, if any, of such proceeds shall be paid to the
Pledgor, or its successors or assigns, or as a court of competent jurisdiction
may direct.
9. THE PLEDGEE APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby appoints
the Pledgee as the Pledgor's attorney-in-fact, with full authority in the place
and stead of the Pledgor and in the name of the Pledgor or otherwise, from time
to time in the Pledgee's discretion to take any action and to execute any
instrument which the Pledgee may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation, to receive, endorse
and collect all instruments made payable to the Pledgor representing any
dividend, interest payment or other distribution in respect of the Pledged
Collateral or any part thereof and to give full discharge for the same.
10. THE PLEDGEE MAY PERFORM. If the Pledgor fails to perform any
agreement contained herein, the Pledgee may itself perform, or cause performance
of, such agreement, and the expenses of the Pledgee incurred in connection
therewith shall be payable by the Pledgor under Section 16.
11. REASONABLE CARE. The Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is
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accorded treatment substantially equal to that which the Pledgee accords its own
property, it being understood that the Pledgee shall not have any responsibility
for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged
Collateral, whether or not the 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 Pledged Collateral; provided, however, that upon the
Pledgor's instruction, the Pledgee shall use reasonable efforts to take such
action as the Pledgor directs the Pledgee to take with respect to calls,
conversions, exchanges, maturities, tenders, rights against other parties or
other similar matters relative to the Pledged Collateral, but failure of the
Pledgee to comply with any such request shall not of itself be deemed a failure
to exercise reasonable care, and no failure of the Pledgee to preserve or
protect any rights with respect to the Pledged Collateral against prior parties,
or to do any act with respect to preservation of the Pledged Collateral not so
requested by the Pledgor, shall be deemed a failure to exercise reasonable care
in the custody or preservation of the Pledged Collateral.
12. SUBSEQUENT CHANGES AFFECTING COLLATERAL. The Pledgor represents to
the Pledgee that the Pledgor has made its own arrangements for keeping informed
of changes or potential changes affecting the Pledged Collateral (including, but
not limited to, rights to convert, rights to subscribe, payment of dividends,
reorganization or other exchanges, tender offers and voting rights), and the
Pledgor agrees that the Pledgee shall have no responsibility or liability for
informing the Pledgor of any such changes or potential changes or for taking any
action or omitting to take any action with respect thereto.
13. EVENTS OF DEFAULT; REMEDIES UPON AN EVENT OF DEFAULT.
(a) The occurrence of any one or more of the following events
shall constitute an "Event of Default" by Pledgor under this Agreement:
(i) there occurs an Event of Default under and as defined in
the Loan Agreement;
(ii) the Pledgor fails to perform or observe any term,
covenant or agreement contained in this Agreement on its part to be
performed or observed, or any representation or warranty made by the
Pledgor in this Agreement shall be untrue or misleading in any
material respect as of the date with respect to which such
representation or warranty was made and such failure continues for
at least 30 days after receipt by Pledgor of notice of such failure
from Pledgee;
(iii) a notice of lien, levy or assessment is filed or
recorded with respect to all or a substantial part of the Pledged
Collateral, except for a lien, levy or assessment which relates to
current taxes not yet due and payable, and except for liens
subordinated to the liens of the Pledgee under written agreements
acceptable to the Pledgee; and
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(iv) all or a substantial part of the Pledged Collateral is
attached, seized, subjected to a writ or distress warrant, or is
levied upon, or comes within the possession of any receiver,
trustee, custodian or assignee for the benefit of creditors.
(b) If any Event of Default shall have occurred, the Pledgee shall
have, in addition to all other rights given by law or by this Agreement, the
Loan Agreement or otherwise, all of the rights and remedies with respect to the
Pledged Collateral of a secured party under the Uniform Commercial Code ("Code")
in effect in the State of Michigan at that time and the Pledgee may, without
notice and at its option, transfer or register the Pledged Collateral or any
part thereof on the books of the Issuer thereof into the name of the Pledgee or
the Pledgee's nominee(s), with or without any indication that such Pledged
Collateral is subject to the security interest hereunder. In addition, with
respect to any Pledged Collateral which shall then be in or shall thereafter
come into the possession or custody of the Pledgee, the Pledgee may sell or
cause the same to be sold at any broker's board or at public or private sale, in
one or more sales or lots, at such price or prices as the Pledgee may deem best,
for cash or on credit or for future delivery, without assumption of any credit
risk. The purchaser of any or all Pledged Collateral so sold shall thereafter
hold the same absolutely, free from any claim, encumbrance or right of any kind
whatsoever, except for claims, encumbrances or rights that may arise without the
knowledge or consent of the Pledgor. Unless any of the Pledged Collateral
threatens to decline speedily in value or is or becomes of a type sold on a
recognized market, the Pledgee will give the Pledgor reasonable notice of the
time and place of any public sale thereof, or of the time after which any
private sale or other intended disposition is to be made. Any sale of the
Pledged Collateral conducted in conformity with reasonable commercial practices
of banks, insurance companies, commercial finance companies, or other financial
institutions disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable. Any requirements of notice shall deemed to
be a reasonable authenticated notice of disposition if it is mailed to the
Pledgor as provided in Section 20 below, at least ten (10) days before the time
of the sale or disposition and such notice shall (i) describe Pledgor and
Pledgee, (ii) describe the Pledged Collateral that is the subject of the
intended disposition, (iii) state the method of intended disposition, (iv) state
that the Pledgor is entitled to an accounting of the Liabilities and state the
charge, if any, for an accounting and (v) state the time and place of any public
disposition or the time after which any private sale is to be made. Any other
requirement of notice, demand or advertisement for sale is, to the extent
permitted by law, waived. Pledgee may disclaim any warranties that might arise
in connection with the sale or other disposition of the Pledged Collateral and
Pledgee has no obligation to provide any warranties at such time. The Pledgee
may, in its own name or in the name of a designee or nominee, buy any of the
Pledged Collateral at any public sale and, if permitted by applicable law, at
any private sale. All expenses (including court costs and reasonable attorneys'
fees and expenses) of, or incident to, the enforcement of any of the provisions
hereof shall be recoverable from the proceeds of the sale or other disposition
of Pledged Collateral. In view of the fact that federal and state securities
laws may impose certain restrictions on the method by which a sale of the
Pledged Collateral may be effected after an Event of Default, the Pledgor agrees
that upon the occurrence or existence of any Event of Default, the Pledgee may,
from time to time, attempt to sell all or any part of the Pledged Collateral by
means of a private placement, restricting the prospective purchasers to those
who can make the representations and agreements required of purchasers of
securities in private placements. In so doing, the Pledgee may solicit offers to
buy the Pledged
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Collateral, or any part of it, for cash, from a limited number of investors
deemed by the Pledgee in its judgment, to be responsible parties who might be
interested in purchasing the Pledged Collateral, and if the Pledgee solicits
such offers from not less than three (3) such investors, then the acceptance by
the Pledgee of the highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposition of the Pledged Collateral.
In addition, upon the occurrence of an Event of Default, all rights
of the Pledgor to exercise the voting and other rights which it would otherwise
be entitled to exercise and to receive cash dividends and interest payments,
shall cease, and all such rights shall thereupon become vested in the Pledgee as
provided in Section 6.
14. AUTHORITY OF THE PLEDGEE. The Pledgee shall have and be entitled to
exercise all such powers hereunder as are specifically delegated to the Pledgee
by the terms hereof, together with such powers as are incidental thereto. The
Pledgee may execute any of its duties hereunder by or through agents or
employees. Neither the Pledgee, nor any director, officer, agent or employee of
the Pledgee, shall be liable for any action taken or omitted to be taken by it
or them hereunder or in connection herewith, except for its or their own gross
negligence or willful misconduct. The Pledgor hereby agrees to indemnify and
hold harmless the Pledgee and/or any such director, officer, agent or employee
from and against any and all liability incurred by any of them, hereunder or in
connection herewith, unless such liability shall be due to its or their own
gross negligence or willful misconduct.
15. TERMINATION. This Agreement shall terminate when all the Liabilities
have been fully paid and performed, at which time the Pledgee shall reassign and
redeliver (or cause to be reassigned and redelivered) to the Pledgor, or to such
person or persons as the Pledgor shall designate, against receipt, such of the
Pledged Collateral (if any) as shall not have been sold or otherwise applied by
the Pledgee pursuant to the terms hereof and shall still be held by it
hereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse upon or warranty by the Pledgee
and at the expense of the Pledgor.
16. EXPENSES. The Pledgor agrees to reimburse the Pledgee, on demand for
any and all reasonable expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, which the Pledgee may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the registration of the Pledged Collateral, (iii) the
exercise or enforcement of any of the rights of the Pledgee hereunder, or (iv)
the failure by the Pledgor to perform or observe any of the provisions hereof.
17. SECURITY INTEREST ABSOLUTE. All rights of the Pledgee and security
interests hereunder, and all obligations of the Pledgor hereunder, shall be
absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Loan Agreement
or an other agreement or instrument relating thereto;
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(ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Liabilities, or any other amendment or
waiver of or any consent to any departure from the Loan Agreement;
(iii) any exchange, surrender, release or non-perfection of any
other collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Liabilities; or
(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Pledgor in respect of the
Liabilities or of this Agreement.
18. AMENDMENTS, WAIVERS AND CONSENTS. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Pledgee, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
19. NOTICES. Any notice required or desired to be served, given or
delivered hereunder shall be in writing (including facsimile transmission), and
shall be deemed to have been validly served, given or delivered upon the earlier
of (a) personal delivery to the address set forth below (b) in the case of
mailed notice, three (3) days after deposit in the United States mails, with
proper postage for certified mail, return receipt requested, prepaid, and in the
case of Pledgee, upon actual receipt by Pledgee or in the case of notice by
Federal Express or other reputable overnight courier service, one (1) Business
Day after delivery to such courier service, and (c) in the case of facsimile
transmission, upon transmission with confirmation of receipt, addressed to the
party to be notified as follows:
If to the Pledgor: Tarpon Industries, Inc.
0000 Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
If to the Pledgee: Standard Federal Bank N.A.
0000 X. Xxx Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000
Attention: ABL
Facsimile Number: (000) 000-0000
or to such other address as any of the parties may hereafter designate for
itself by written notice to the other parties in the manner herein prescribed.
20. CONTINUING SECURITY INTEREST. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall (i) remain in
full force and effect until payment in full of the Liabilities; (ii) be binding
upon the Pledgor, its successors and assigns; and (iii) inure to the benefit of
the Pledgee and its successors, transferees and assigns.
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21. WAIVERS. The Pledgor waives presentment and demand for payment of
any of the Liabilities, protest and notice of dishonor or default with respect
to any of the Liabilities, and all other notices to which the Pledgor might
otherwise be entitled, except as otherwise expressly provided herein or in the
Loan Agreement.
22. GOVERNING LAW; TERMS. This Agreement shall be governed by and
construed in accordance with the internal laws (as opposed to conflict of laws
provisions) and decisions of the State of Michigan. Unless otherwise defined
herein, terms defined in Articles 8 and 9 of the Michigan Uniform Commercial
Code are used herein as therein defined. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but, if any provision of this Agreement shall be
interpreted in such manner as to be ineffective or invalid under applicable law,
such provisions shall be ineffective or invalid only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
23. DEFINITIONS. The singular shall include the plural and vice versa
and any gender shall include any other gender as the text shall indicate.
24. SECTION HEADINGS. The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.
IN WITNESS WHEREOF, the Pledgor and the Pledgee have each caused this
Agreement to be duly executed and delivered by its officer, if any, thereunto
duly authorized as of the date first above written.
TARPON INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxx, Chief Executive Officer
STANDARD FEDERAL BANK N.A., A
NATIONAL BANKING ASSOCIATION
By: /s/ Xxxx Xxxxxx
-------------------------------------------
Xxxx Xxxxxx, Vice President
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