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EXHIBIT 2.4
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is entered into as of
April 26, 2000, between LIGHTMEDIA INTERACTIVE CORPORATION, a Delaware
corporation ("Pledgee"), and E2ENET, INC., a Delaware corporation ("Pledgor").
1. Pledgee has entered into the Xxxx of Sale and Assignment Agreement
of even date herewith (the "Assignment Agreement") with Xxxxxxx.xxx,
Incorporated ("Buyline"), pursuant to which Pledgee assigned to Buyline all of
its proprietary technology and know-how and related assets, and as consideration
for such assignment, Buyline has agreed to pay Pledgee $650,000, the payment of
which is evidenced by that certain Promissory Note executed on the date hereof
by Buyline in favor of Pledgee (the "Note"). As collateral security for the
Note, Pledgor hereby pledges to Pledgee all of its right, title and interest in
and to all shares of common stock of Buyline listed in Schedule A hereto, which
number of Shares pledged shall be reduced from time to time in proportion to the
reduction in the amount of principal under the Note from time to time
outstanding compared to the amount of principal outstanding on the date hereof
(Pledgor's "Shares" or the "Collateral"). The terms of the Assignment Agreement
and the Note are specifically incorporated herein.
2. The Pledgor represents and warrants: (i) that it is the owner of the
Shares; (ii) that the Shares are free and clear of all pledges, charges, liens
or other encumbrances whatsoever, except the pledge created hereby, and (iii)
that this pledge does not violate any other agreement or undertaking of Pledgor.
3. Pledgee's interest in the Collateral shall be as security for the
payment of all principal and interest due on the Note.
4. The stock certificate representing the Shares has been duly endorsed
in blank and has been delivered to Pledgee. In executing this Stock Pledge
Agreement, Pledgee acknowledges receipt of the Shares.
5. Following the delivery of the Collateral to Pledgee as provided in
Section 4 hereof, unless and until there shall be a breach of any of the
obligations specified in Section 3:
a. The Pledgor shall be entitled to exercise all voting and
consensual powers pertaining to the Shares for all purposes not inconsistent
with the terms of this Stock Pledge Agreement;
b. The Pledgor shall be entitled to receive directly and retain all
dividends or interest on the Shares unless otherwise restricted; and
c. In order to permit Pledgor to exercise such voting powers and to
receive such dividends or interest, Pledgee shall from time to time, upon
the written request of Pledgor, execute and deliver to Pledgor appropriate
proxy, dividend and reinvestment orders.
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6. Following the delivery of the Collateral to Pledgee as provided in
Section 4 hereof, if any breach by the Pledgor of its obligations specified in
Section 3 shall have occurred and be continuing:
a. Pledgee may, after twenty (20) days written notice to Pledgor,
cause any or all of the Collateral to be transferred into Pledgee's name as
record owner hereunder;
b. All dividends and other distributions thereafter made upon or in
respect to the Collateral, or any part thereof, shall be paid directly to and
shall be retained by Pledgee; or
c. Pledgee may liquidate or sell all or a part of the Collateral at
a public or private sale upon terms and conditions satisfactory to it in its
discretion, subject as hereinafter provided to Title 28, Section 9-504 of the
Commercial Code of the State of Delaware. Pledgee shall then deduct from the
proceeds of such sale all amounts then due and owing to it under the Note and
the Assignment Agreement and shall remit any remaining balance of the proceeds
to Pledgor. Anything contained herein to the contrary notwithstanding, Pledgor
and Pledgee agree that the Collateral shall be disposed of in accordance with
Title 28, Section 9-504 of the Commercial Code of the State of Delaware.
7. If the principal of and interest on the Note are paid in accordance
with the terms thereof, this Stock Pledge Agreement shall thereupon terminate,
and Pledgee shall deliver to Pledgor the Collateral and any dividends held
thereon by Pledgee.
8. This Pledge Agreement shall in all respects be construed in
accordance with and governed by the laws of the State of Delaware and no defense
given or allowed by the laws of any other country or state shall be interposed
in any action hereon unless such defense is also given or allowed by the laws of
the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals.
PLEDGOR: PLEDGEE:
E2ENET, INC. LIGHTMEDIA INTERACTIVE CORPORATION
By: /s/ C. Xxxxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: C. Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxxxx
Title: President Title:
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SCHEDULE A
COLLATERAL
Common Stock
Certificate Number
Pledgor Number of Shares
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E2Enet, Inc. 4,485,000
