PLEDGE AGREEMENT, dated as of June 25, 2003, between XXXXX XXXXXXXXX,
an individual residing at 000 Xxxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0
("Xxxxxxxxx"), and CARTIER XXXXXXX INTERNATIONAL LIMITED, a British Virgin
Islands company with business address at 2/F., Xxx Xxxxx Commercial Building,
19-21 Xxxxxxxx Road, Wanchai, Hong Kong, and LI WING KEI, a Hong Kong resident
residing at Xxxx X, 00/X., Xxxxx 00, Xxxx Xxxxxx, 8 Hin Tai Street, Shatin, New
Territories, Hong Kong (collectively, the "Joint Note Holders").
BACKGROUND
WHEREAS, the Joint Note Holders intend to loan or extend credit to
Xxxxxxxxx in the amount of $25,000 pursuant to the terms of a 10% Secured Note,
dated as of the date hereof (the "Note"), of Xxxxxxxxx; and
WHEREAS, in order to induce the Joint Note Holders to make such loan
and extend such credit to Xxxxxxxxx pursuant to the Note, Xxxxxxxxx has agreed
to secure the timely performance of his obligations under the Note by pledging
to the Joint Note Holders 2,500,000 shares of common stock, par value $0.001 per
share (the "Centre Common Stock"), of Centre Capital Corp., a Nevada corporation
("Centre"), all as more fully set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agrees as follows:
I. PLEDGE
SECTION 1.01 GRANT OF SECURITY INTEREST. Xxxxxxxxx hereby pledges and
grants to the Joint Note Holders a first priority security interest in and to
the following (the "Pledged Collateral"):
(a) 2,500,000 shares of Centre Common Stock represented by
certificate numbers owned of record or beneficially by
Xxxxxxxxx as of the date hereof (the "Pledged Shares");
(b) all additional shares of stock of owned of record or
beneficially by Xxxxxxxxx or any successor in interest thereto or any
other securities, options, or rights received by the Xxxxxxxxx pursuant
to any reclassification, reorganization, increase or reduction of
capital, or stock dividend, attributable to the Pledged Shares, or in
substitution of, or in exchange for, any of the Pledged Shares;
(c) all certificates representing the shares referred to in
clauses (a) and (b) above; and
(d) all dividends, 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 shares
referred to in clauses (a) and (b) above.
SECTION 1.02 SECURITY FOR NOTE. This Agreement secures, and the Pledged
Collateral is security for, the indefeasible payment in full when due, whether
at stated maturity, by acceleration or otherwise, and performance of all
obligations, whether now or hereafter existing, of Xxxxxxxxx pursuant to the
Note, whether for principal, premium, interest, fees, expenses, or otherwise.
SECTION 1.03 DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to, and held by, the Joint Note Holders and shall be in suitable form for
transfer by delivery or shall be accompanied by duly executed instruments of
transfer or assignment undated and in blank, with medallion signature guarantee,
all in form and substance satisfactory to the Joint Note Holders in their sole
discretion. If Xxxxxxxxx shall not satisfy his obligations under the Note, the
Joint Note Holders shall have the right, where permitted by law, in their sole
discretion and without notice to Xxxxxxxxx, to transfer to, or to register in
their names or in the name of any of its nominees, any or all of the Pledged
Collateral.
II. REPRESENTATIONS AND WARRANTIES
Xxxxxxxxx makes the following representations and warranties, each and
all of which shall survive the execution and delivery of this Agreement:
SECTION 2.01 RESIDENCE OF XXXXXXXXX. The principal place of residence
of Xxxxxxxxx is located at the address first specified above therefore.
SECTION 2.02 FORFEITURE; REPURCHASE; OPTIONS. No portion of the Pledged
Collateral (i) is subject to forfeiture pursuant to any vesting requirements,
and (ii) are subject to any repurchase rights. There are no existing options,
warrants, calls, or commitments of any character whatsoever relating to any of
the Pledged Shares.
SECTION 2.03 OWNERSHIP. Xxxxxxxxx is, and at the time of delivery of
the Pledged Shares, will be, the legal and beneficial owner of the portion of
the Pledged Collateral specified as owned by Xxxxxxxxx, free and clear of any
lien, security interest, or other charge or encumbrance, except for the lien
created hereby.
SECTION 2.04 SECURITY INTEREST. The pledge of the Pledged Shares
pursuant hereto creates a valid and perfected first priority security interest
in the Pledged Collateral, securing payment of the Note, so long as the Joint
Note Holders shall remain in possession of certificates representing the Pledged
Shares.
SECTION 2.05 AUTHORITY. Xxxxxxxxx has all requisite power and authority
to execute, deliver, and perform its obligations under this Agreement and the
Note. This Agreement and the Note have duly executed and delivered by Xxxxxxxxx,
and constitute
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legal, valid, and binding obligations of Xxxxxxxxx, enforceable against
Xxxxxxxxx in accordance with their respective terms. No consent of any party to
any contract, arrangement, or understanding to which Xxxxxxxxx is a party, or to
which he or any of his assets are subject, is required in connection with the
execution or delivery of, or the performance of his obligations under, this
Agreement or the Note. The execution and delivery of, and the performance by
Xxxxxxxxx of his obligations under, this Agreement and the Note will not
violate, result in a breach of, or conflict with, any term of any such contract,
arrangement, or understanding, or violate or result in a breach of, or conflict
with any order, judgment, or decree, or, to the best knowledge of Xxxxxxxxx, any
law, rule, or regulation binding upon Xxxxxxxxx or to which he or any of his
businesses, properties, or assets are subject. 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 grant by Xxxxxxxxx of the
security interest granted hereby, including the Pledge of the Pledged Collateral
specified in Schedule 1.01(a) hereto as owned beneficially and of record by such
Xxxxxxxxx or for the execution, delivery, or performance of this Agreement or
the Note thereby or (ii) for the perfection of, or the exercise by Olquist of,
his rights and remedies hereunder.
III. FURTHER ASSURANCES
SECTION 3.01 BY XXXXXXXXX. Xxxxxxxxx hereby agrees that from time to
time, at the sole expense thereof, he will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Joint Note Holders may request, in order to
perfect and protect any security interest granted or purported to be granted
hereby or to enable the Joint Note Holders to exercise and enforce his rights
and remedies hereunder with respect to any of the Collateral.
SECTION 3.02 FILINGS. Xxxxxxxxx hereby authorizes the Joint Note
Holders to file one or more financing or continuation statements, and amendments
thereto, relative to the Pledged Collateral owned by Xxxxxxxxx without the
signature of Xxxxxxxxx where permitted by law. A carbon, photographic, or other
reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.
SECTION 3.03 DEFENSE OF TITLE. Xxxxxxxxx agrees to defend the title to
the Pledged Collateral and the lien thereon and security interest therein of the
Joint Note Holders created hereby against the claim of any person and to
maintain and preserve such lien and security interest until satisfaction in full
of the obligations of Xxxxxxxxx pursuant to the Note.
IV. VOTING RIGHTS, ETC.
SECTION 4.01 GENERALLY. Until Xxxxxxxxx shall not satisfy his
obligations under the Note, Xxxxxxxxx shall be entitled to exercise any and all
voting and other consensual rights pertaining to the portion of the Pledged
Collateral specified as owned thereby for any purpose not inconsistent with the
terms hereof or the Note.
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SECTION 4.02 DEFAULTS. If Xxxxxxxxx shall not satisfy his obligations
under the Note, all rights of Xxxxxxxxx to exercise his voting and other
consensual rights which he would otherwise be entitled to exercise pursuant to
Section 4.01 hereof shall cease, and all such rights shall thereupon become
vested in the Joint Note Holders, who shall thereupon have the sole right to
exercise such voting and other consensual rights.
SECTION 4.03 ADDITIONAL ACTIONS. In order to permit the Joint Note
Holders to exercise the voting and other rights which he may be entitled to
exercise pursuant to Section 4.02 hereof, Xxxxxxxxx shall, if necessary, upon
written notice of the Joint Note Holders, from time to time, execute and deliver
to the Joint Note Holders appropriate proxies, dividend payment orders, and
other instruments as the Joint Note Holders may reasonably request.
V. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES
Xxxxxxxxx agrees that he or she will not (i) sell, assign, or otherwise
dispose of, or grant any option or warrant with respect to, any of the Pledged
Collateral, or (ii) create or permit to exist any lien, security interest, or
other charge or encumbrance upon or with respect to any of the Pledged
Collateral, except for the lien in favor of the Joint Note Holders pursuant
hereto.
VI. XX. XXXX XXXXXXXX APPOINTED ATTORNEY-IN-FACT; JOINT NOTE HOLDERS MAY
PERFORM
SECTION 6.01 ATTORNEY-IN-FACT. Xxxxxxxxx hereby irrevocably appoints
Xx. Xxxx Xxxxxxxx ("Ollquist") as Scheschuk's attorney-in-fact, with full
authority in the place and stead of Xxxxxxxxx and in the name of Xxxxxxxxx or
otherwise, from time to time in Ollquist's discretion to take any action and to
execute any instrument which Ollquist 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 Joint Note
Holders 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. This power, being coupled with an interest, is irrevocable.
Nothing in this Article VII shall be construed as providing the Joint Note
Holders with any remedies with respect to the Pledged Shares not otherwise
provided for in this Pledge Agreement or under applicable law.
SECTION 6.02 JOINT NOTE HOLDERS MAY PERFORM. If Xxxxxxxxx fails to
perform any agreement contained herein, the Joint Note Holders may, but shall
not be obligated to, itself perform, or cause performance of, such agreement,
and the expenses of the Joint Note Holders incurred in connection therewith
shall be payable by Xxxxxxxxx.
VII. JOINT NOTE HOLDERS' DUTIES; REASONABLE CARE
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SECTION 7.01 JOINT NOTE HOLDERS' DUTIES. The powers conferred on the
Joint Note Holders hereunder are solely to protect their interest under the Note
and in the Pledged Collateral and shall not impose any duty upon him to exercise
any such powers. Except for the safe custody of any Pledged Collateral in their
possession and the accounting for moneys actually received by them hereunder,
the Joint Note Holders shall have no duty as to any Pledged Collateral or as to
the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any of the foregoing.
SECTION 7.02 REASONABLE CARE. The Joint Note Holders 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 accorded treatment
substantially equal to that which the Joint Note Holders accord their own
property.
VIII. REMEDIES UPON DEFAULT; EXPENSES
SECTION 8.01 REMEDIES UPON DEFAULT. If Xxxxxxxxx shall not satisfy his
obligations under the Note, the Joint Note Holders may exercise in respect of
the Pledged Collateral, in addition to other rights and remedies provided for
herein or otherwise available to him, all the rights and remedies of a secured
party in case of a default by a debtor under the Uniform Commercial Code, and
the Joint Note Holders may also, without notice except as specified below, sell
the Pledged Shares or any part thereof in one or more parcels at public or
private sale, at any exchange or broker's board, for cash, on credit or for
future delivery, and upon such other terms as the Joint Note Holders may deem
commercially reasonable. Xxxxxxxxx agrees that, to the extent notice of sale
shall be required by law, at least ten (10) days' notice to Xxxxxxxxx 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. The Joint Note Holders shall
not be obligated to make any sale of Pledged Shares regardless of notice of sale
having been given. The Joint Note Holders may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefore and such
sale may, without further notice, be made at the time and place to which it was
so adjourned. Xxxxxxxxx hereby waives any claims against the Joint Note Holders
arising by reason of the fact that the price at which any of the Pledged
Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale, even if the Joint Note Holders
accepts the first offer received and does not offer the Pledged Collateral to
more than one offeree.
Any cash held by the Joint Note Holders as Pledged Shares and all cash
proceeds received by the Joint Note Holders in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged Shares
shall be applied by the Joint Note Holders:
First, to the payment of the costs and expenses of such sale,
including, without limitation, reasonable compensation to the Joint Note Holders
and its agent and counsel, and all expenses, liabilities, and advances made or
incurred by the Joint Note Holders in connection therewith;
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Next, to the Joint Note Holders, for the payment in full of
Scheschuk's obligations pursuant to the Note; and finally, after payment in full
of Scheschuk's obligations pursuant to the Note, to the payment of Xxxxxxxxx, or
his successors or assigns, or to whomsoever may be lawfully entitled to receive
the same or as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.
Anything contained herein to the contrary notwithstanding, the Joint
Note Holders may exercise all rights and remedies available to him pursuant
hereto or under law, which remedies shall be deemed cumulative and not
exclusive.
SECTION 8.02 EXPENSES. Xxxxxxxxx, shall, upon demand, be responsible to
pay to the Joint Note Holders the amount of any and all expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Joint Note Holders may reasonably incur in connection with (a) the custody
or preservation of, or the sale of, collection from, or other realization upon,
any of the Pledged Collateral, (b) the exercise or enforcement of any of the
rights of the Joint Note Holders pursuant hereto, or (c) the failure by
Xxxxxxxxx to perform or observe any of the provisions hereof.
IX. SECURITY INTEREST ABSOLUTE; CONTINUING SECURITY INTEREST
SECTION 9.01 SECURITY INTEREST ABSOLUTE. All rights of the
Joint Note Holders and security interests granted herein, and all
obligations of Xxxxxxxxx pursuant hereto and pursuant to the Note,
shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Note;
(ii) any change in the time, manner, or place of payment
of, or in any other term of, all or any of the
obligations under the Note or any other amendment or
waiver of, or any consent to any departure from, the
Note;
(iii) any exchange, release, or non-perfection of any other
collateral, or any release or amendment or waiver of,
or consent to departure from, the Note or any
obligation thereunder; or
(iv) any other circumstance which might otherwise
constitute a defense available to, or a discharge of,
Xxxxxxxxx or a third party grantor of a security
interest.
SECTION 9.02 CONTINUING SECURITY INTEREST. This Agreement shall create
a continuing first priority security interest in the Pledged Collateral and
shall (a) remain in full force and effect until indefeasible payment in full of
the Note, (b) continue to be effective or be reinstated, as the case may be, if
at any time payment of the obligations pursuant to the Note, or any part
thereof, is rescinded or reduced in amount or must
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otherwise be restored or returned by Xxxxxxxxx all as though such payment or
performance had not been made, (c) be binding upon Xxxxxxxxx, his successors and
assigns, and (d) inure, together with the rights and remedies of the Joint Note
Holders pursuant hereto, to the benefit of the Joint Note Holders and their
transferees and assigns. Upon the payment in full by Xxxxxxxxx of his
obligations pursuant to the Note, Xxxxxxxxx shall be entitled to the return,
upon his request and at his expense, of the Pledged Collateral as shall not have
been sold or otherwise applied pursuant to the terms hereof.
X. MISCELLANEOUS
SECTION 10.01 AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by Xxxxxxxxx herefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Joint Note Holders, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
SECTION 10.02 NOTICE. All notices and other communications provided for
hereunder shall be in writing (including telegraphic communication) and, if to
Xxxxxxxxx, mailed or telegraphed or delivered to it, addressed to it at the
address specified in the introductory paragraph hereof, if to the Joint Note
Holders, mailed or delivered to each of them at the addresses of the Joint Note
Holders specified in the introductory paragraph hereof, or as to any party
hereto at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this
Section. All such notices and other communications shall, when mailed or
telegraphed, respectively, be effective when deposited in the mails or delivered
to the telegraph company, respectively, addressed as aforesaid.
SECTION 10.03 WAIVER. No failure on the part of the Joint Note Holders
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.
SECTION 10.04 SEVERABILITY. The illegality or unenforceability of any
provision of this Agreement or any instrument or document required pursuant
hereto shall not in any way affect or impair the legality or enforceability of
the remaining provisions of this Agreement or any instrument or document
required pursuant hereto.
SECTION 10.05 GOVERNING LAW; TERMS. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, without
giving effect to principles of conflicts of laws. Unless otherwise defined
herein, terms defined in Articles 8 and 9 of the Uniform Commercial Code are
used herein as therein defined.
SECTION 10.06 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which, when taken together shall constitute one
original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.
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XXXXX XXXXXXXXX
CARTIER XXXXXXX INTERNATIONAL LTD.
BY:
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NAME: XXXX XXXXXXXX
TITLE: DIRECTOR
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LI WING KEI
