STOCK PLEDGE AGREEMENT
This
Stock Pledge Agreement (this "Agreement"), dated as of July 19, 2006, among
Atlantic Professional Association, Inc., as agent (the “Agent”) of the
purchasers listed on Schedule A annexed hereto (the “Purchasers”), friendlyway
Corporation, a Nevada corporation (the "Company"), and Xxxxxxx Xxxxxxx (the
"Pledgor").
BACKGROUND
The
Company has entered into a Securities Purchase Agreement, dated as of June
14,
2006 (as amended, modified, restated or supplemented from time to time, the
"Securities Purchase Agreement"), pursuant to which the Purchasers provided
or
will provide certain financial accommodations to the Company.
In
order
to induce the Purchasers to provide the financial accommodations described
in
the Securities Purchase Agreement, the Pledgor, who expressly acknowledges
good
and valuable consideration based on his financial interest in the Company and
the benefits that are derived from the SPA, has agreed to pledge and grant
a
security interest in the collateral described herein to the Agent on the terms
and conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the premises and for other good and valuable consideration
the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:
1.
Defined
Terms.
All
capitalized terms used herein which are not defined shall have the meanings
given to them in the Securities Purchase Agreement.
2.
Pledge
and Grant of Security Interest.
To
secure the full and punctual payment and performance of (the following clauses
(a) and (b), collectively, the "Indebtedness") (a) the obligations under the
Securities Purchase Agreement and the Related Agreements referred to in the
Securities Purchase Agreement (the Securities Purchase Agreement and the Related
Agreements, as each may be amended, restated, modified and/or supplemented
from
time to time, collectively, the "Documents") and (b) all other indebtedness,
obligations and liabilities of the Pledgor to the Purchasers whether now
existing or hereafter arising, direct or indirect, liquidated or unliquidated,
absolute or contingent, due or not due and whether under, pursuant to or
evidenced by a note, agreement, guaranty, instrument or otherwise (in each
case,
irrespective of the genuineness, validity, regularity or enforceability of
such
Indebtedness, or of any instrument evidencing any of the Indebtedness or of
any
collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all of
such Indebtedness in any case commenced by or against the Pledgor under Xxxxx
00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or
indebtedness of the Pledgor for post-petition interest, fees, costs and charges
that would have accrued or been added to the Indebtedness but for the
commencement of such case), the Pledgor hereby pledges, assigns, hypothecates,
transfers and grants a security interest to Agent in all of the following (the
"Collateral"):
1
(a)
the
shares of stock set forth on Schedule
A
annexed
hereto and expressly made a part hereof (together with any additional shares
of
stock or other equity interests acquired by the Pledgor, the "Pledged Stock"),
the certificates representing the Pledged Stock and 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 Pledged Stock;
(b)
all
additional shares of stock of any issuer (each, an "Issuer") of the Pledged
Stock from time to time acquired by Pledgor in any manner, including, without
limitation, stock dividends or a distribution in connection with any increase
or
reduction of capital, reclassification, merger, consolidation, sale of assets,
combination of shares, stock split, spin-off or split-off (which shares shall
be
deemed to be part of the Collateral), and the certificates representing such
additional shares, and 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 such shares; and
(c)
all
options and rights, whether as an addition to, in substitution of or in exchange
for any shares of any Pledged Stock and 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 such options and
rights.
3.
Delivery
of Collateral.
All
certificates representing or evidencing the Pledged Stock shall be delivered
to
and held by or on behalf of the Agent pursuant hereto and shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form
and
substance satisfactory to the Agent. The Pledgor hereby authorizes the Issuer
upon demand by the Agent to deliver any certificates, instruments or other
distributions issued in connection with the Collateral directly to the Agent,
in
each case to be held by the Agent, subject to the terms hereof. Upon an Event
of
Default (as defined below) under the Note that has occurred and is continuing
beyond any applicable grace period, the Agent shall have the right, during
such
time in its discretion and without notice to the Pledgor, to transfer to or
to
register in the name of the Agent or any of its nominees any or all of the
Pledged Stock. In addition, the Agent shall have the right at such time to
exchange certificates or instruments representing or evidencing Pledged Stock
for certificates or instruments of smaller or larger denominations.
4.
Representations
and Warranties of the Company and Pledgor.
The
Company and Pledgor each, severally and not jointly, represents and warrants
to
the Agent (which representations and warranties shall be deemed to continue
to
be made until all of the Indebtedness has been paid in full and each Document
and each agreement and instrument entered into in connection therewith has
been
irrevocably terminated) that:
(a)
the
execution, delivery and performance by Company and Pledgor of this Agreement
and
the pledge of the Collateral hereunder do not and will not result in any
material violation of any material agreement, indenture, instrument, license,
judgment, decree, order, law, statute, ordinance or other governmental rule
or
regulation applicable to the Company or Pledgor;
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(b)
this
Agreement constitutes the legal, valid, and binding obligation of the Company
and Pledgor, enforceable against them in accordance with its terms;
(c)
(i)
all
Pledged Stock owned by Pledgor is set forth on Schedule
A
hereto
and (ii) Pledgor is the direct and beneficial owner of each share of the Pledged
Stock set forth opposite his name;
(d)
all
of
the shares of the Pledged Stock have been duly authorized, validly issued and
are fully paid and nonassessable;
(e)
no
consent or approval of any person, corporation, governmental body, regulatory
authority or other entity, is or will be necessary for (i) the execution,
delivery and performance of this Agreement, (ii) the exercise by the Agent
of
any rights with respect to the Collateral or (iii) the pledge and assignment
of,
and the grant of a security interest in, the Collateral hereunder;
(f)
there
are
no pending or, to the best of the Company’s or Pledgor's knowledge, threatened
actions or proceedings before any court, judicial body, administrative agency
or
arbitrator which may materially adversely affect the Collateral;
(g)
Pledgor
has the requisite power and authority to enter into this Agreement and to pledge
and assign the Collateral to the Agent in accordance with the terms of this
Agreement;
(h)
Pledgor
owns each item of the Collateral and, except for the pledge and security
interest granted to the Agent hereunder, the Collateral shall be, immediately
following the closing of the transactions contemplated by the Documents, free
and clear of any other security interest, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever (collectively,
"Liens");
(i)
there
are
no restrictions on transfer of the Pledged Stock contained in the certificate
of
incorporation or by-laws (or equivalent organizational documents) of the Issuer
or otherwise which have not otherwise been enforceably and legally waived by
the
necessary parties;
(j)
none
of
the Pledged Stock has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to
which
such issuance or transfer may be subject; and
(k)
the
pledge and assignment of the Collateral and the grant of a security interest
under this Agreement vest in the Agent all rights of Pledgor in the Collateral
as contemplated by this Agreement.
5.
Covenants.
Pledgor
covenants that, until the Indebtedness shall be satisfied in full and each
Document and each agreement and instrument entered into in connection therewith
is irrevocably terminated:
3
(a)
Pledgor
will not sell, assign, transfer, convey, or otherwise dispose of his rights
in
or to the Collateral or any interest therein; nor will Pledgor create, incur
or
permit to exist any Lien whatsoever with respect to any of the Collateral or
the
proceeds thereof other than that created hereby;
(b)
Pledgor
will, at his expense, defend the Agent's right, title and security interest
in
and to the Collateral against the claims of any other party; and
(c)
Pledgor
shall at any time, and from time to time, upon the written request of the Agent,
execute and deliver such further documents and do such further acts and things
as the Agent may reasonably request in order to effect the purposes of this
Agreement including, but without limitation, delivering to the Agent upon the
occurrence of an Event of Default irrevocable proxies in respect of the
Collateral in form satisfactory to the Agent. Until receipt thereof, upon an
Event of Default that has occurred and is continuing beyond any applicable
grace
period, this Agreement shall constitute Pledgor's proxy to the Agent or its
nominees to vote all shares of Collateral then registered in such Pledgor's
name.
6. Voting
Rights and Dividends.
In
addition to the Agent's rights and remedies set forth in Section 8 hereof,
in
case an Event of Default shall have occurred and be continuing, beyond any
applicable cure period, the Agent shall (i) be entitled to vote the Collateral,
(ii) be entitled to give consents, waivers and ratifications in respect of
the
Collateral (Pledgor hereby irrevocably constituting and appointing the Agent,
with full power of substitution, the proxy and attorney-in-fact of Pledgor
for
such purposes) and (iii) be entitled to collect and receive for its own use
cash
dividends paid on the Collateral. Pledgor shall not be permitted to exercise
or
refrain from exercising any voting rights or other powers if, in the reasonable
judgment of the Agent, such action would have a material adverse effect on
the
value of the Collateral or any part thereof; and, provided, further, that
Pledgor shall give at least five (5) days' written notice of the manner in
which
Pledgor intends to exercise, or the reasons for refraining from exercising,
any
voting rights or other powers other than with respect to any election of
directors and voting with respect to any incidental matters. Following the
occurrence of an Event of Default, all dividends and all other distributions
in
respect of any of the Collateral, shall be delivered to the Agent to hold as
Collateral and shall, if received by Pledgor, be received in trust for the
benefit of the Agent, be segregated from the other property or funds of Pledgor,
and be forthwith delivered to the Agent as Collateral in the same form as so
received (with any necessary endorsement).
7.
Event
of Default.
An Event
of Default shall be deemed to have occurred and may be declared by the Agent
upon the happening of any of the following events:
(a)
An
"Event of Default" under any Document or any agreement or note related to any
Document shall have occurred and be continuing beyond any applicable cure
period;
(b)
Pledgor shall default in the performance of any of his obligations under any
agreement between Pledgor and the Agent, including, without limitation, this
Agreement, and such default shall not be cured for a period of forty-five (45)
days after the occurrence thereof;
4
(c)
Any
representation or warranty of Pledgor made herein, in any Document or in any
agreement, statement or certificate given in writing pursuant hereto or thereto
or in connection herewith or therewith shall be false or misleading in any
material respect;
(d)
Any
portion of the Collateral is subjected to levy of execution, attachment, or
other judicial process; or any portion of the Collateral is the subject of
a
claim (other than by the Agent) of a Lien or other right or interest in or
to
the Collateral and such levy or claim shall not be cured, disputed or stayed
within a period of fifteen (15) business days after the occurrence thereof;
or
(e)
Pledgor shall (i) not apply for consent to, or suffer to exist the appointment
of, or the taking of possession by, a receiver, custodian, trustee, liquidator
or other fiduciary of itself or of all or a substantial part of its property,
(ii) make a general assignment for the benefit of creditors, (iii) commence
a
voluntary case under any state or federal bankruptcy laws (as now or hereafter
in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
seeking to take advantage of any other law providing for the relief of debtors,
(vi) acquiesce to, or fail to have dismissed, within sixty (60) days, any
petition filed against it in any involuntary case under such bankruptcy laws,
or
(vii) take any action for the purpose of effecting any of the
foregoing.
8.
Remedies.
In case
an Event of Default shall have occurred and be declared by the Agent, the Agent
may:
(a)
Transfer any or all of the Collateral into its name, or into the name of its
nominee or nominees;
(b)
Exercise all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other
rights, privileges or options pertaining to any shares of the Collateral as
if
it were the absolute owner thereof, including, but without limitation, the
right
to exchange, at its discretion, any or all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment of the
Issuer thereof, or upon the exercise by the Issuer of any right, privilege
or
option pertaining to any of the Collateral, and, in connection therewith, to
deposit and deliver any and all of the Collateral with any committee,
depository, transfer agent, registrar or other designated agent upon such terms
and conditions as they may determine, all without liability except to account
for property actually received by it; and
(c)
Subject to any requirement of applicable law, sell, assign and deliver the
whole
or, from time to time, any part of the Collateral at the time held by the Agent,
at any private sale or at public auction, with or without demand, advertisement
or notice of the time or place of sale or adjournment thereof or otherwise
(all
of which are hereby waived, except such notice as is required by applicable
law
and cannot be waived), for cash or credit or for other property for immediate
or
future delivery, and for such price or prices and on such terms as the Agent
in
its sole discretion may determine, or as may be required by applicable
law.
5
Pledgor
hereby waives and releases any and all right or equity of redemption, whether
before or after sale hereunder. At any such sale, unless prohibited by
applicable law, the Agent may bid for and purchase the whole or any part of
the
Collateral so sold free from any such right or equity of redemption. All moneys
received by the Agent hereunder whether upon sale of the Collateral or any
part
thereof or otherwise shall be held by the Agent and applied by it as provided
in
Section 9 hereof. No failure or delay on the part of the Agent in exercising
any
rights hereunder shall operate as a waiver of any such rights nor shall any
single or partial exercise of any such rights preclude any other or future
exercise thereof or the exercise of any other rights hereunder. The Agent shall
have no duty as to the collection or protection of the Collateral or any income
thereon nor any duty as to preservation of any rights pertaining thereto, except
to apply the funds in accordance with the requirements of Section 9 hereof.
The
Agent may exercise its rights with respect to property held hereunder without
resort to other security for or sources of reimbursement for the Indebtedness.
In addition to the foregoing, the Agent shall have all of the rights, remedies
and privileges of a secured party under the Uniform Commercial Code of New
York
regardless of the jurisdiction in which enforcement hereof is
sought.
9.
Private
Sale.
Pledgor
recognizes that the Agent may be unable to effect (or to do so only after delay
which would adversely affect the value that might be realized from the
Collateral) a public sale of all or part of the Collateral by reason of certain
prohibitions contained in the Securities Act, and may be compelled to resort
to
one or more private sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such Collateral for their
own
account, for investment and not with a view to the distribution or resale
thereof. Pledgor agrees that any such private sale may be at prices and on
terms
less favorable to the seller than if sold at public sales and that such private
sales shall be permitted if otherwise made in a commercially reasonable manner.
Pledgor agrees that the Agent has no obligation to delay sale of any Collateral
for the period of time necessary to permit the Issuer to register the Collateral
for public sale under the Securities Act.
10.
Proceeds
of Sale.
The
proceeds of any collection, recovery, receipt, appropriation, realization or
sale of the Collateral shall be applied by the Agent as follows:
(a)
First, to the payment of all costs, reasonable expenses and charges of the
Agent
and to the reimbursement of the Agent for the prior payment of such costs,
reasonable expenses and charges incurred in connection with the care and
safekeeping of the Collateral (including, without limitation, the reasonable
expenses of any sale or any other disposition of any of the Collateral), the
expenses of any taking, attorneys' fees and reasonable expenses, court costs,
any other fees or expenses incurred or expenditures or advances made by the
Agent in the protection, enforcement or exercise of its rights, powers or
remedies hereunder;
6
(b)
Second, to the payment of the Indebtedness, in whole or in part, in such order
as the Agent may elect, whether or not such Indebtedness is then
due;
(c)
Third, to such persons, firms, corporations or other entities as required by
applicable law including, without limitation, Section 9-504(1)(c) of the UCC;
and
(d)
Fourth, to the extent of any surplus to the Pledgor or as a court of competent
jurisdiction may direct.
In
the
event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Indebtedness, Pledgor shall
be liable for the deficiency plus the reasonable costs and fees of any attorneys
employed by the Agent to collect such deficiency.
11.
Waiver
of Marshaling.
Pledgor
hereby waives any right to compel any marshaling of any of the
Collateral.
12.
No
Waiver.
Any and
all of the Agent's rights with respect to the Liens granted under this Agreement
shall continue unimpaired, and Pledgor shall be and remain obligated in
accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency
or reorganization of Pledgor, (b) the release or substitution of any item of
the
Collateral at any time, or of any rights or interests therein, or (c) any delay,
extension of time, renewal, compromise or other indulgence granted by the Agent
in reference to any of the Indebtedness. Pledgor hereby waives all notice of
any
such delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consents to be bound hereby as fully and effectively
as
if Pledgor had expressly agreed thereto in advance. No delay or extension of
time by the Agent in exercising any power of sale, option or other right or
remedy hereunder, and no failure by the Agent to give notice or make demand,
shall constitute a waiver thereof, or limit, impair or prejudice the Agent's
right to take any action against Pledgor or to exercise any other power of
sale,
option or any other right or remedy.
13.
Expenses.
The
Collateral shall secure, and Pledgor shall pay to the Agent on demand, from
time
to time, all reasonable costs and expenses, (including but not limited to,
reasonable attorneys' fees and costs, taxes, and all transfer, recording, filing
and other charges) of, or incidental to, the custody, care, transfer,
administration of the Collateral or any other collateral, or in any way relating
to the enforcement, protection or preservation of the rights or remedies of
the
Agent under this Agreement or with respect to any of the
Indebtedness.
14.
The
Agent Appointed Attorney-In-Fact and Performance by the
Agent.
Upon the
occurrence of an Event of Default, Pledgor hereby irrevocably constitutes and
appoints the Agent as Pledgor's true and lawful attorney-in-fact, with full
power of substitution, to execute, acknowledge and deliver any instruments
and
to do in Pledgor's name, place and stead, all such acts, things and deeds for
and on behalf of and in the name of Pledgor, which Pledgor could or might do
or
which the Agent may deem necessary, desirable or convenient to accomplish the
purposes of this Agreement, including, without limitation, to execute such
instruments of assignment or transfer or orders and to register, convey or
otherwise transfer title to the Collateral into the Agent's name. Pledgor hereby
ratifies and confirms all that said attorney-in-fact may so do and hereby
declares this power of attorney to be coupled with an interest and irrevocable.
If Pledgor fails to perform any agreement herein contained, the Agent may
themselves perform or cause performance thereof, and any costs and expenses
of
the Agent incurred in connection therewith shall be paid by the Pledgor as
provided in Section 9 hereof.
7
15.
Waivers.
(a)
EACH
PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE
PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT
OR
TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO
THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.
16.
Recapture.
Notwithstanding anything to the contrary in this Agreement, if the Agent receive
any payment or payments on account of the Indebtedness, which payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver, or any other party under the United States Bankruptcy Code, as
amended, or any other federal or state bankruptcy, reorganization, moratorium
or
insolvency law relating to or affecting the enforcement of creditors' rights
generally, common law or equitable doctrine, then to the extent of any sum
not
finally retained by the Agent, Pledgor's obligations to the Agent shall be
reinstated and this Agreement shall remain in full force and effect (or be
reinstated) until payment shall have been made to the Agent, which payment
shall
be due on demand.
17.
Captions.
All
captions in this Agreement are included herein for convenience of reference
only
and shall not constitute part of this Agreement for any other
purpose.
18.
Miscellaneous.
(a)
This
Agreement constitutes the entire and final agreement among the parties with
respect to the subject matter hereof and may not be changed, terminated or
otherwise varied except by a writing duly executed by the parties
hereto.
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(b)
No waiver of any term or condition of this
Agreement, whether by delay, omission or otherwise, shall be effective unless
in
writing and signed by the party sought to be charged, and then such waiver
shall
be effective only in the specific instance and for the purpose for which
given.
(c)
In
the event that any provision of this Agreement or the application thereof to
Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
to any extent, be invalid or unenforceable under any applicable statute,
regulation, or rule of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
to
such statute, regulation or rule of law, and the remainder of this Agreement
and
the application of any such invalid or unenforceable provision to parties,
jurisdictions, or circumstances other than to whom or to which it is held
invalid or unenforceable shall not be affected thereby, nor shall the same
affect the validity or enforceability of any other provision of this
Agreement.
(d)
This
Agreement shall be binding upon Pledgor, and Pledgor's successors and assigns,
and shall inure to the benefit of the Agent and their successors and
assigns.
(e)
Any
notice or other communication required or permitted pursuant to this Agreement
shall be given in accordance with the Securities Purchase
Agreement.
(f)
This
Agreement shall be governed by and construed and enforced in all respects in
accordance with the laws of the State of New York applied to contracts to be
performed wholly within the State of New York.
(g)
PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF
COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL PURPOSES IN
CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR
INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR
CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK. PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION,
ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS
OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER,
MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT
OF
NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY
PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR
IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. PLEDGOR
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR
BASED
UPON FORUM NON CONVENIENS.
9
(h)
It is
understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Stock Pledge
Agreement after the date hereof pursuant to the requirements of any Document,
shall become a Pledgor hereunder by (x) executing a Joinder Agreement in form
and substance satisfactory to the Agent, (y) delivering supplements to such
exhibits and annexes to such Documents as the Agent shall reasonably request
and
(z) taking all actions as specified in this Agreement as would have been taken
by such Pledgor had it been an original party to this Agreement, in each case
with all documents required above to be delivered to the Agent and with all
documents and actions required above to be taken to the reasonable satisfaction
of the Agent.
(i)
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which when taken together shall constitute one
and
the same agreement. Any signature delivered by a party by facsimile transmission
shall be deemed an original signature hereto.
(j)
All
rights of the Purchasers hereunder may be exercised by the Agent, as their
agent.
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and
year first written above.
| /S/ XXX XXXXXXX | ||
|
Xxxxxxx
Xxxxxxx
|
||
|
FRIENDLYWAY
CORPORATION
|
||
| |
|
|
| By: | /S/ XXX XXXXXXX | |
|
Xxxxxxx
Xxxxxxx, President & CEO
|
||
| ATLANTIC PROFESSIONAL ASSOCIATION, INC. | ||
| |
|
|
| By: | /S/ XXXXXXXX X. XXXXXXXX | |
|
Xxxxx Xxxxxxxx, President |
||
11
Pledged
Stock
|
Pledgor
|
|
Issuer
|
|
Class
of Stock
|
|
Stock
Certificate Number
|
|
Par
Value
|
|
Number
of Shares
|
|
Xxxxxxx
Xxxxxxx
|
|
friendlyway
Corporation
|
|
Common
|
10004
|
|
$.001
|
|
7,000,000
|
12
