PLEDGE AND ESCROW AGREEMENT
THIS AGREEMENT, made this 30th day of July, 1999 by and between LADSLEIGH
INVESTMENTS LIMITED, BVI, Stockholder of FRONTEER CAPITAL, INC., a Delaware
corporation, hereinafter referred to as PLEDGOR, and eVision XXX.XXX,INC.
hereinafter referred to as PLEDGEE, and eVision XXX.XXX, INC. hereinafter
referred to as ESCROWEE;
W I T N E S S E T H:
WHEREAS, the Pledgor is the holder of all of the issued and outstanding
stock of Fronteer Capital, Inc., a Delaware corporation, hereinafter referred to
as the CORPORATION; and
WHEREAS, Ladsleigh Investments Limited, BVI has the date hereof obtained
the title to all that certain stock of Fronteer Capital, Inc., a business
located at 0000 Xxxxxxx Xxxxxx, 00xx xxxxx, Xxxxxx, Xxxxxxxx 00000, and in
connection therewith, has executed and delivered to the Pledgee a promissory
note in the principal sum of Two Million Eight Hundred Fifty Thousand
($2,850,000.00) Dollars; and
NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements hereinafter set forth, and also for and in consideration of the sum
of One ($1.00) Dollar to each of the parties in hand paid, the receipt whereof
is hereby acknowledged, IT IS MUTUALLY AGREED as follows:
1. Ladsleigh Investments Limited, BVI, the stockholder, hereby assigns,
transfers and sets over to the Pledgee, its successors and assigns, all of its
right, title and interest in and to all of the shares of stock outstanding,
authorized and issued in and to Fronteer Capital, Inc., together with all of its
right, title and interest to all dividends therefrom, and all rights of
preemption, or other rights thereto attached, specifically with regard to the
present 100,000 shares issued, as follows: 100,000 unto the Escrowee named
herein.
2. Ladsleigh Investments Limited, BVI, as additional collateral, hereby
assigns over to the Pledgee, all of its right title and interest in and to the
outstanding shares of International Assets Holding Corp., Anex International
Holding Ltd. and Xxxx Xxxx Holdings Company, Ltd. owned by Fronteer Capital,
Inc., as follows: 15,620 shares of International Assets Holding Corp, 18,950,000
shares of Anex International Holdings Ltd. and 119,790,000 shares of Xxxx Xxxx
Holdings Company, Ltd.
TO HAVE AND TO HOLD, such shares of stock, dividends, income, issues and
rights to the said Pledgee, its successors and assigns, and to it and its own
use forever, but subject, nevertheless, to and upon the following terms,
provisions and conditions:
That, so long as the terms, provisions and conditions of this Agreement
shall be kept, observed and performed by the said Stockholder, the Stockholder
shall have the right to vote the said shares of stock at all meetings of the
Stockholders of Fronteer Capital, Inc., a Delaware corporation, International
Assets Holding Corp., Anex International Holding, Ltd. and Xxxx Xxxx Holdings
company, Ltd., provided, however, that without the prior written consent of the
Pledgee, the Stockholder shall note vote, the said shares of stock or any of
them, for any of the following purposes:
(a) To mortgage the property and franchise of the said Corporation;
(b) To guaranty the bonds of another Corporation;
(c) To sell the Franchise and property of the said Corporation;
(d) To consolidate or merge, or to dissolve the said Corporation;
(e) To increase, reduce or otherwise change, in any manner or form
whatsoever, the present authorized capital stock of the said
Corporation;
(f) To issue any of the unissued stock of the said Corporation or to sell
any of the treasury stock of the said corporation now or hereafter
acquired, or to contract for the sale or to sell or assign or
otherwise transfer any right or contractual right which it may have.
2. That the Stockholder and the said Corporation covenant that, so long as
any part of the said indebtedness shall remain unpaid;
(a) The said Corporation shall and will at all times comply with all acts,
laws, rules, regulations, and order of any national or state legislature,
executive, administrative or judicial body, commissioner or officer exercising
any power of regulation or supervision over the said Corporation or over any
part of any of its assets; and
(b) The Corporation shall and will, at all times, maintain the corporate
organization, and will not permit or suffer any use or nonuse of its corporate
authority and franchise so that its corporate authority and franchise may
become, in any wise, forfeited or forfeitable; and
(c) The Corporation will not assign, transfer, mortgage, hypothecate or
pledge its personal or real property or any substantial part thereof.
3. That the Stockholder covenants and agrees that he shall and will, from
time to time, pay and discharge all the taxes, assessments and government
charges lawfully imposed upon the Fronteer Capital, Inc. stock hereby pledged or
transferred or upon any part thereof, the liens of which might or could be held
prior to the lien of these premises so that the priority of these presents may
be duly and fully preserved, and that the Stockholder shall not and will not do
so or suffer any matter or thing whatsoever, whereby the lien of these presents
might or could be impaired until the promissory note hereby secured, together
with all interest accrued thereon, and all other claims hereunder, shall be
fully paid, satisfied and discharged.
4. That the Stockholder and the said Corporation covenant that if any
action at law or in equity or any other proceedings shall be commenced against
the said Corporation, then, and in such event, they will immediately, in
writing, notify the Pledgee thereof.
5. That the Stockholder and the said Corporation covenant they will, at any
time and from time to time hereafter, upon the request of the Pledgee, do,
execute, deliver and/or perform all such further acts, deeds and things as shall
be advised, devised or required to effectuate the intention of this agreement
and to secure and confirm to the Pledgee all and singular the property security
and rights hereinafter described, and hereby intended to be assigned,
transferred and conveyed as collateral security, as to render the same and each
portion thereof whether now owned or an equity hereafter secured, subject to the
terms, provisions and conditions in this agreement contained.
6. The Stockholders, Officers and Directors of Fronteer Capital, Inc., a
Delaware corporation, hereby warrant, represent and covenant to and with the
Pledgee: (a) that the said corporation is a corporation which is authorized to
issue only one hundred thousand (100,000) shares of common, no par value stock;
and (b) that there are issued and outstanding one hundred thousand (100,000)
shares of said stock issued as before noted.
7. That in case any one or more of the following events, hereinafter called
"events of default" the following shall happen:
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(a) Default in payment of the said promissory note, whether at maturity, by
acceleration or otherwise, if default continues for more than fifteen (15) days
and after written notice of default is given to and received by Pledgor by
personal service or certified mail;
(b) Default in the performance or observance of any of the covenants or
agreements contained in Articles 1, 2, 3, 4 and 5 of this collateral security
agreement;
(c) If the said Corporation shall become insolvent, or a petition in
bankruptcy shall be filed against the Corporation, or if a petition for
reorganization whether voluntary or involuntary shall be filed by or against the
said Corporation in any court of competent jurisdiction, or if the said
Corporation as an insolvent shall take advantage of any other relief now or
hereafter permitted by the National Bankruptcy Act or of any state insolvency
laws, or if the said Corporation shall make a general assignment for the benefit
of creditors, of if any order, judgment or decree shall be entered by any court
appointing a receiver of said Corporation, or if any proceeding or action shall
be commenced for the dissolution of said corporation, or if an money judgment or
a judgment for the transfer or delivery of property shall be entered against the
corporation and remain unpaid for over thirty (30) days and an appeal not filed;
8. That upon failure of the said corporation and the stockholder duly and
punctually to pay the said indebtedness or any part thereof as set forth above,
as and when due as hereinbefore provided, or as provided in the said note, then
and in such event the Escrowee shall within fifteen (15) days from the due date,
give written notice to Pledgor, without demand for payment and without
advertising, each and all of which is and are hereby expressly waived, sell any
or all of the said shares of stock at public sale. The proceeds of such sale
shall be applied as far as needed, towards the payment of the whole, of the
indebtedness, together with the interest and expenses of sale. Ten (10) days'
written notice of said sale shall be given to the Pledgor and the default may be
cured within that ten (10) day period. It is expressly understood and agreed
that the Pledgee may itself be the purchaser at any such sale of the whole or
any part of the said shares of stock sold, free from any right or equity of
redemption, such right and equity being hereby expressly waived and released,
and any surplus shall be paid to the Pledgor. The Officers of Fronteer Capital,
Inc. shall execute any and all instruments for the effective transfer of the
stock, and the Officers, by this instrument, upon default as above-described,
shall resign as Director.
9. That no remedy or right herein conferred upon or served to the Pledgee
is intended to be to the exclusion of any other remedy or right, but each and
every such remedy or right shall be cumulative and shall be in addition to every
other remedy or right given hereunder, and now or hereafter existing at law or
in equity.
10. All dividends, which may be declared, are to be paid by the Corporation
to Pledgor until and unless there has been a default as hereinafter provided.
11. Upon payment of the indebtedness to the Pledgee, said Pledgee shall
re-assign and re-transfer to Pledgor the said shares of stock, and this
agreement shall expire.
12. All parties hereto further agree, to pay on demand as well as indemnify
and hold the Escrowee harmless from and against all costs, damages, judgments,
attorneys' fees, expenses, obligations and liabilities of any kind or nature
which in good faith the Escrowee may incur or sustain in connection with or
arising out of this escrow agreement, and the Escrowee is hereby given a lien
upon all the rights, title and interest of each of the undersigned in all
escrowed papers and other property and monies deposited in the escrow to protect
the rights and to indemnity and reimburse him in this agreement.
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13. That this agreement shall bind the parties hereto, their respective,
heirs, executors, administrators, successors and assigns.
LADSLEIGH INVESTMENTS LIMITED, BVI
As Stockholder of
FRONTEER CAPITAL, INC., Pledgor
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Director
eVision XXX.XXX,INC., Pledgee
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Managing Director
eVision XXX.XXX,INC., Escrowee
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Managing Director
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