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EXHIBIT 7
STOCK PLEDGE AGREEMENT
AGREEMENT, dated as of the 24th day of July, 1998, by XXXXX
XXX ("Pledgor") to SALEX HOLDING CORPORATION, a Delaware corporation
("Pledgee").
WITNESSETH:
WHEREAS, currently herewith, Pledgor has purchased 125,000
shares (the "Shares") of Series D Preferred Stock of Pledgee for a purchase
price of $1,250 in cash and a promissory note (the "Note") in the principal
amount of $125,000 made by Pledgor in favor of Pledgee; and
WHEREAS, in order to secure the obligations of Pledgor under
the Note (the "Obligations"), Pledgor agrees to pledge and grant a security
interest in the Shares to Pledgee.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements hereinafter set forth, and for good and valuable
consideration to Pledgor, the receipt and sufficiency of which is hereby
acknowledged by Pledgor, the parties hereby agree as follows:
1. Pledge.
(a) As security for the full and punctual payment and
performance of the Obligations, Pledgor does hereby pledge, assign, transfer,
set over and grant to Pledgee as collateral, and grants to Pledgee a security
interest in the Shares, all dividends and distributions on or in respect of, and
all securities and other property issued in exchange or substitution for
(whether pursuant to merger, consolidation, recapitalization or otherwise), the
Shares, and all proceeds thereof (all of the foregoing collateral being referred
to herein as the "Pledged Securities").
(b) So long as there exists no Default (as defined in
paragraph 4(a) hereof), Pledgor shall have all the rights, privileges, powers
and remedies appurtenant to and arising from its ownership of the Pledged
Securities, specifically including the right to vote the Pledged Securities and
the right to receive and retain all cash dividends and other cash distributions,
if any, made thereon.
2. Delivery of Shares. Pledgor has delivered, or will deliver
upon Pledgor's receipt of same, to Pledgee certificates for the Shares, together
with all necessary endorsements or stock powers related thereto duly executed in
blank, in sufficient form for valid transfer thereof to Pledgee. At the request
of Pledgee as may be required by law, Pledgor agrees to join Pledgee in the
execution of UCC Financing Statements.
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3. Representations and Warranties. Pledgor hereby represents
and warrants to Pledgee that:
(a) Pledgor is and will remain the lawful owner of
the Shares and has full legal and equitable title to them, free and clear of all
liens, charges, security interests, pledges, equities and other encumbrances and
restrictions of any kind or nature (other than the pledge to Pledgee hereunder)
and has full right, capacity, power and authority to execute and deliver this
Agreement and to pledge the Shares, and no consent or approval of, or notice to
or filing with, any governmental authority or third party is or will be
necessary to effect the pledge made hereunder or to enable Pledgee to exercise
its rights hereunder;
(b) This Agreement constitutes Pledgor's legal, valid
and binding obligation, enforceable against it in accordance with its terms; and
(c) The execution and delivery of this Agreement by
Pledgor will not result in a breach or violation of or a default under any
mortgage, indenture, agreement, instrument, judgment, decree, order, statute,
rule or regulation to which either Pledgor is a party or may be bound.
4. Defaults.
(a) The failure by the Pledgor to perform any
obligation or to pay any indebtedness or other amounts payable by her which are
a part of the Obligations under the Note when required or due or the failure of
Pledgor to fulfill or comply with any obligation or representation under this
Agreement, each after written notice by Pledgee to Pledgor of such failure and
the subsequent failure by Pledgor to cure same within a reasonable time shall
constitute a "Default" for purposes of this Agreement.
(b) Upon the occurrence of a Default, all rights of
Pledgor to receive and retain cash dividends and, at Pledgee's option, to
exercise voting or consensual rights and powers which it is authorized to
exercise hereunder shall cease and shall thereupon be vested in Pledgee, and
Pledgee may thereupon, at its option, from time to time after the occurrence of
a Default, cause the Pledged Securities to be registered in its name or the name
of its nominee or assignee and/or exercise such voting or consensual rights and
powers as appertain to the ownership of the Pledged Securities, and to that end
Pledgor hereby appoints Pledgee as its proxy, with full power of substitution,
to vote and exercise all other rights as a shareholder with respect to the
Shares upon the occurrence of any Default, which proxy is coupled with an
interest
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and is irrevocable prior to termination of this Agreement, and Pledgor
hereby agrees to provide such further proxies as Pledgee may request; provided,
however, that Pledgee in its discretion from time to time may refrain from
exercising, and shall not be obligated to exercise, any such voting or
consensual rights or such proxy.
5. Additional Remedies. In addition to any rights and remedies
otherwise available in law or equity, Pledgee shall be entitled to all of the
rights and remedies of a secured party provided in the Uniform Commercial Code
of the State of New York. Pledgor agrees that any notice to be given to it
hereunder or otherwise with respect to the Obligations may be given by mailing
or delivering a copy thereof to it at the address set forth below its signature
hereto (or such other address which they have specified in writing actually
received by Pledgee), such notice to be effective upon the earlier of the
mailing or delivery thereof.
6. Power of Attorney. Pledgor hereby appoints Pledgee as
Pledgor's attorney-in-fact for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instrument which Pledgee
may deem necessary or advisable to accomplish the purposes hereof, including,
but not limited to, UCC Financing Statements and continuation statements, which
appointment is irrevocable and coupled with an interest.
7. No Waiver. No failure on the part of Pledgee to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by Pledgee preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law.
8. Termination. This Agreement shall terminate when all
Obligations secured hereby and all obligations of Pledgor hereunder have been
fully paid and performed. At such time Pledgee shall reassign and redeliver (or
cause to be reassigned or redelivered) to Pledgor, or to such person or persons
as Pledgor shall designate (subject to applicable law), against receipt, the
Pledged Securities, together with appropriate instrument(s) of reassignment and
release.
9. Further Acts. Pledgor agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments,
agreements and instruments, as Pledgee
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may at any time request in connection with the administration or enforcement of
this Agreement or related to the Pledged Securities or any part thereof or in
order better to assure and confirm unto Pledgee his rights, powers and remedies
hereunder.
10. Binding Effect. This Agreement, and the terms, covenants
and conditions hereof, shall be binding upon and inure to the benefit of the
parties hereto, to the holder or holders of the Obligations secured hereby, and
to their respective heirs, legal representatives and assigns, except that
Pledgor shall not be permitted to assign this Agreement or any interest herein
or in the Pledged Securities, or any part thereof, or otherwise pledge, encumber
or grant any option with respect to the Pledged Securities, or any part thereof,
or any cash or property held by Pledgee as Pledged Securities under this
Agreement.
11. Amendment. Neither this Agreement nor any provision hereof
may be amended, supplemented, modified, waived, discharged or terminated orally
nor may any of the Pledged Securities be released or the pledge or the security
interest created hereby extended, except by an instrument in writing duly signed
by or on behalf of Pledgee.
12. Severability. In case any lien, security interest or other
right of Pledgee shall be held to be invalid, illegal or unenforceable, such
invalidity, illegality and/or unenforceability shall not affect any other lien,
security interest or other right granted hereby.
13. Governing Law. This Agreement shall be deemed to be made
under and shall be governed by the laws of the State of New York in all
respects, including matters of construction, validity and performance.
IN WITNESS WHEREOF, Pledgor has caused this Agreement to be
duly executed, and Pledgee has accepted this Agreement, all as of the date first
above written.
/s/ Xxxxx Xxx
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Xxxxx Xxx
000 Xxxxxxxxx Xxxxx
Xxxxx Xxxxxxxx, Xxx Xxxx 00000
ACCEPTED:
SALEX HOLDING CORPORATION
By:/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Treasurer
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