STOCK PLEDGE AGREEMENT
In order to induce Xxxxxx X. Xxxxxxx ("Xx. X. Xxxxxxx") to execute and
deliver the Stock Purchase Agreement (the "Stock Purchase Agreement") among
Quality Products, Inc., a Delaware corporation (the "Buyer"), Xxxxxxxx Xxxx
Corporation, an Ohio corporation ("CJC"), and Xx. X. Xxxxxxx, dated the same
date as this Stock Pledge Agreement (the "Agreement"), and in consideration of
the sale by Xx. X. Xxxxxxx to Buyer of all of the X. Xxxxxxx Shares (as defined
in the Stock Purchase Agreement) pursuant to the terms and conditions of the
Stock Purchase Agreement, Buyer hereby agrees as follows:
Article 1. Security Agreement. As security for Buyer's obligations to make
payments described in Section 1.1 of the Stock Purchase Agreement (the "Deferred
Payments") to Xx. X. Xxxxxxx (the "Obligations"), Buyer hereby grants to Xx. X.
Xxxxxxx a security interest in 250 common shares, without par value, of CJC (the
"Collateral" or "Shares"). Buyer has caused share certificate numbers 6 and 7
evidencing ownership of the Collateral, together with undated stock powers
executed in blank by Buyer, to be delivered to Xx. X. Xxxxxxx to perfect his
security interest in the Collateral. Following are certain Deferred Payment
amounts and the corresponding share certificates and numbers of shares to be
released by Xx. X. Xxxxxxx upon such Deferred Payments being made:
12/31/03 Deferred Payment
Certificate No. 6(125 Shares to be released on December 31, 2003, assuming
all Deferred Payments previously due under the Stock Purchase Agreement have
been made on or before 12/31/03)
12/31/06 Deferred Payment Certificate No. 7 (125 Shares to be released on
December 31, 2006 (assuming all Deferred Payments previously due under the Stock
Purchase Agreement have been made on or before 12/31/06) or as soon as Buyer has
paid Xx. X. Xxxxxxx the full amount of the Obligations, whichever is earlier.
Xx. X. Xxxxxxx agrees, at such time as a Deferred Payment has been paid in full
(other than through the exercise of a secured party's remedies with respect to
the Collateral), to return to Buyer the share certificate and stock power
corresponding to such Deferred Payment, as set forth above. This Stock Pledge
Agreement is intended to be a security agreement granted pursuant to the Uniform
Commercial Code as adopted in Ohio and shall be governed by and construed in
accordance with the laws of Ohio.
Article 2. Obligations of the Parties.
Section 2.1 Cooperation. Buyer shall execute any documents and take any
other actions requested by Xx. X. Xxxxxxx from time to time to perfect or
protect the security interest granted or purported to be granted by this
agreement or to enable Xx. X. Xxxxxxx to exercise of enforce his rights or
remedies under this agreement.
Section 2.2 Rights. If no Event of Default, as defined in Article 5.1
below, has occurred or is continuing, the Collateral will be registered in the
name of Buyer, and
Buyer may exercise any voting or consensual rights that it may have as the owner
of the Collateral for any purpose which is not inconsistent with this Agreement.
If an Event of Default has occurred and is continuing, Xx. X. Xxxxxxx may
exercise all voting or consensual rights of the owners of the Collateral and
Buyer shall deliver to Xx. X. Xxxxxxx all notices, proxy statements, proxies and
other information and instruments relating to the exercise of such rights
received by Buyer from the issuers of the Collateral promptly upon receipt
thereof and shall at the request of Xx. X. Xxxxxxx execute and deliver to Xx. X.
Xxxxxxx or any proxies or other instruments which are, in the judgment of Xx. X.
Xxxxxxx, necessary for him to validly exercise such voting and consensual
rights.
Section 2.3. Duty of Xx. X. Xxxxxxx. The duty of Xx. X. Xxxxxxx with respect to
the Collateral shall be solely to use reasonable care in the physical custody
thereof, and Xx. X. Xxxxxxx shall not be under any obligation to take any action
with respect to the Collateral or to preserve rights against prior parties. The
powers conferred on Xx. X. Xxxxxxx hereunder are solely to protect his interest
in the Collateral and do not impose any duty upon him to exercise any such
powers. The Buyer is not looking to Xx. X. Xxxxxxx to provide it with investment
advice. Xx. X. Xxxxxxx shall have no duty to ascertain or take any action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
concerning the Collateral, whether or not Xx. X. Xxxxxxx has or is deemed to
have knowledge of such matters, or as to the taking of any necessary steps to
preserve any rights pertaining to the Collateral. Xx. X. Xxxxxxx shall have no
duty to exercise reasonable care to preserve the value of any of the Collateral
unless (a) the Fair Market Value of the Collateral (as defined below) exceeds by
at least ten percent (10%) the total amount of the then-unfulfilled Obligations
plus the cost of sale of such Collateral, (b) an Event of Default has occurred
and is continuing, (c) Buyer has timely made a reasonable request in writing to
Xx. X. Xxxxxxx to sell or redeem such Collateral, (d) Buyer provides Xx. X.
Xxxxxxx with the funds necessary to exercise any purchase right and (e) Buyer
executes all instruments necessary to continue the security interest of Xx. X.
Xxxxxxx in the proceeds of the requested action. For purposes of this Agreement,
the term "Fair Market Value of the Collateral" shall mean, as of any given date,
the result obtained when the number of Shares which constitute the Collateral is
multiplied by the (a) last reported sale price of a Share on the New York Stock
Exchange or the American Stock Exchange on the most recent previous trading day,
(b) last reported sale price of a Share on the NASDAQ National Market System on
the most recent previous trading day, (c) last reported sale price of a Share on
any other stock exchange on which the Shares are listed on the most recent
previous trading day, (d) mean between the bid and asked prices for a Share at
the close of business, as reported by the National Association of Securities
Dealers, Inc. ("NASD") on the most recent previous trading day, or (e) if not
reported by the NASD, the mean between the bid and asked prices for a Share at
the close of business on the most recent previous trading day as reported by the
OTC Bulletin Board or as reported in The Wall Street Journal or, if such prices
are not reported by the OTC Bulletin Board or in The Wall Street Journal, as
verified by another reputable publication or authoritative source, whichever is
applicable; provided that if none of the foregoing is applicable, then the fair
market value of a Share shall be
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determined in good faith by the board of directors of CJC, in its sole
discretion.
Section 2.4. Return of Collateral. The security interest granted to Xx. X.
Xxxxxxx hereunder shall not terminate and Xx. X. Xxxxxxx shall not be required
to return the Collateral to Buyer except as described in Article I of this
Agreement.
Article 3. Representation and Warranties. Buyer hereby represents and warrants
to Xx. X. Xxxxxxx as follows:
Section 3.1. Enforceability. This Agreement has been duly executed and
delivered by Buyer, constitutes its valid and legally binding obligation and is
enforceable in accordance with its terms against Buyer.
Section 3.2. No Conflict. The execution, delivery and performance of this
Agreement, the grant of the security interest in the Collateral hereunder and
the consummation of the transactions contemplated hereby will not, with or
without the giving of notice or the lapse of time, (a) violate any material law
applicable to Buyer; (b) violate any judgment, writ, injunction or order of any
court or governmental body or officer applicable to Buyer; (c) violate or result
in the breach of any material agreement to which Buyer is a party or by which
any of its properties, including the Collateral, is bound; or (d) violate any
restriction on the transfer of any of the Collateral.
Section 3.3. No Consents. No consent, approval, license, permit or other
authorization of any third party or any governmental body or officer is required
for the valid and lawful execution and delivery of this Agreement, the valid and
lawful creation and perfection of Xx. X. Xxxxxxx'x security interest in the
Collateral or the valid and lawful exercise by Xx. X. Xxxxxxx of remedies
available to him under this Agreement or applicable law or of the voting and
other rights granted to him in this Agreement except as may be required for the
offer or sale of those items of Collateral which are securities under applicable
securities laws.
Section 3.4. Corporate. Buyer is a corporation that was duly organized and
is validly existing and in good standing under the laws of the State of
Delaware. The certificates which represent the Collateral are valid and genuine
and have not been altered, and Buyer is the appropriate person to endorse them.
Except for this Agreement, neither Buyer nor CJC is bound by any certificate of
incorporation, by-law, agreement or instrument (including options, warrants, and
convertible securities) which relates to the voting of; restricts the transfer
of, requires Buyer or CJC to issue or sell; or creates rights in any person
(other than the record owner) with respect to any securities issued by CJC,
except to the extent CJC was so bound at the time Buyer purchased the Shares
from Xx. X. Xxxxxxx.
Section 3.5. Security Interest. Except for any liens, encumbrances and
transfer restrictions on, and adverse claims against, the Collateral
(collectively, the "Encumbrances") which existed as of the time Buyer purchased
the Shares from Xx. X. Xxxxxxx and were not created by such purchase, Buyer is
the sole record and beneficial owner of the Collateral free and clear of all
Encumbrances, and Buyer has the unrestricted right to grant the security
interest provided for herein to Xx. X. Xxxxxxx. Buyer has duly endorsed and
delivered to Xx. X. Xxxxxxx all of the certificates representing the Collateral
and has granted to Xx. X. Xxxxxxx a valid and perfected first priority security
interest in the
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Collateral, free of all Encumbrances, except those which existed as of the time
Buyer purchased the Shares from Xx. X. Xxxxxxx and were not created by such
purchase.
Section 3.6. Name and Address. Buyer's legal name and address are
correctly set forth at the end of this Agreement.
Article 4. Covenants. Buyer hereby covenants and agrees with Xx. X. Xxxxxxx that
Buyer shall:
Section 4.1. Defend Title. Defend its title to the Collateral and the
security interest of Xx. X. Xxxxxxx therein against the claims of any person
claiming rights in the Collateral against or through Buyer and maintain and
preserve such security interest and its priority so long as this Agreement shall
remain in effect.
Section 4.2. No Transfer. Neither sell nor offer to sell nor otherwise
transfer nor encumber any portion of the Collateral; nor enter into any
agreement which relates to the voting of or restricts the transfer of any of the
Collateral.
Article 5. Default.
Section 5.1. Events of Default. For purposes of this Agreement, an "Event
of Default" shall be deemed to have occurred:
(a) If Buyer fails to make any Deferred Payment (including those set forth
above and all other Deferred Payments under the Stock Purchase Agreement) to Xx.
X. Xxxxxxx within 10 business days after it is due under the Stock Purchase
Agreement; or
(b) If either CJC or Buyer:
(i) makes an assignment for the benefit of, or enters into any
composition or arrangement with, creditors; or
(ii) generally does not pay its debts as such debts become due; or
(iii) conceals, removes, or permits to be concealed or removed, any
part of its property, with intent to hinder, delay or defraud its creditors or
any of them, or makes or suffers a transfer of any of its property which may be
fraudulent under any bankruptcy, fraudulent conveyance or similar law, or makes
any transfer of its property to or for the benefit of a creditor at a time when
other creditors similarly situated have not been paid; or
(c) If:
(i) a trustee, receiver, agent or custodian is appointed or
authorized to take charge of any property of CJC for the purpose of enforcing a
lien against such property or for the purpose of administering such property for
the benefit of its creditors; or
(ii) an order for relief as to Buyer or CJC is granted under Title
11 of the United States Code or any similar law; or
(iii) Buyer or CJC files any pleading seeking, or authorizes or
consents to, any such appointment or order, whether by formal action or by the
admission of the material allegations of a pleading or otherwise; or
(iv) any action or proceeding seeking such appointment or order is
commenced without the authority or consent of Buyer or CJC, and such action is
not
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dismissed within sixty (60) days after its commencement.
Section 5.2. Remedies.
(a) If an Event of Default has occurred and is continuing, Buyer shall be
in default and Xx. X. Xxxxxxx shall have, in addition to any other remedies
available to him under the law or any agreement, the rights and remedies of a
secured party under Article 9 of the Uniform Commercial Code and Chapter 1309,
Ohio Revised Code and Xx. X. Xxxxxxx may, in his discretion: (i) register any of
the Collateral in his name or in the name of his broker/dealer, agent or nominee
or any of their nominees, (ii) exchange certificates representing any of the
Collateral for certificates of larger or smaller denominations, (iii) exercise
any voting rights of a holder of any of the Collateral in any manner which
would, in the commercially reasonable judgment of Xx. X. Xxxxxxx, preserve or
enhance the value of the Collateral, including, but not limited to, replacing
the then serving directors and officers of Buyer, amending its certificate of
incorporation or by-laws and approving a merger or consolidation of Buyer with
or into another entity or sale of its assets or dissolution and liquidation;
(iv) exercise any conversion, registration, purchase or other rights of a holder
of the Collateral and any reasonable expense of such exercise shall be deemed to
be an expense of preserving the value of such Collateral for the purposes of
Section 6.1 below; and (v) collect, including by legal action, any money
included in the Collateral and compromise or settle with any obligor of such
instruments.
(b) If notice of the time and place of any public sale of the Collateral
or the time after which any private sale or other intended disposition is
required by the Uniform Commercial Code or Ohio law, Buyer acknowledges that
five (5) business days advance notice thereof will be a reasonable notice. Xx.
X. Xxxxxxx shall not be obligated to make any sale of the Collateral regardless
of whether notice of sale has been given. Xx. X. Xxxxxxx may adjourn any public
or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.
(c) If, under the Uniform Commercial Code or Ohio law, Xx. X. Xxxxxxx may
purchase any part of the Collateral, he may, in payment of any part of the
purchase price thereof cancel any part of the Obligations.
(d) If any of the Collateral is sold on credit or for future delivery, it
need not be retained by Xx. X. Xxxxxxx until the purchase price is paid and Xx.
X. Xxxxxxx shall incur no liability if the purchaser fails to take up or pay for
such collateral. In case of any such failure, such collateral may be sold again.
(e) Buyer shall execute and deliver to the purchasers of the Collateral
all instruments and other documents necessary or proper to sell, convey, and
transfer title to such Collateral and, if approval of any sale of Collateral by
any governmental body or officer is required, Buyer shall prepare or cooperate
fully in the preparation of and cause to by filed with such governmental body or
officer all necessary or proper applications, reports and forms and do all other
things necessary to expeditiously obtain such approval.
(f) Any cash held by Xx. X. Xxxxxxx as Collateral and all cash proceeds of
any sale of, collection from, or other
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realization upon all or any part of the Collateral may, in the discretion of Xx.
X. Xxxxxxx, be held by him as collateral for, or then or at any time thereafter
by applied (after payment of any amounts payable to Xx. X. Xxxxxxx to Article 6
below) in whole or in part against, all or any part of the Obligations in such
order as Xx. X. Xxxxxxx may elect. Any surplus of such cash or cash proceeds
held by Xx. X. Xxxxxxx and remaining after payment in full of all of expenses
hereunder and the Obligations shall be paid over to Buyer or to whoever may be
lawfully entitled to receive such surplus.
Section 5.3. Impact of Regulations. Buyer acknowledges that compliance
with the Securities Act of 1933 and the rules and regulations thereunder and any
relevant state securities laws and other applicable laws may impose limitations
on the right of Xx. X. Xxxxxxx to sell or otherwise dispose of the Collateral.
For this reason, Buyer hereby authorizes Xx. X. Xxxxxxx, if there occurs and is
continuing an Event of Default, to sell the Collateral in such manner and to
such persons as would, in the judgment of Xx. X. Xxxxxxx, help to ensure that
the transfer of such securities will be given prompt and effective approval by
any relevant regulatory authorities and will not require any of the securities
to be registered or qualified under any applicable securities laws. Buyer
understands that a sale under the foregoing circumstances may yield a
substantially lower price for such Collateral than would otherwise be obtainable
if the same were registered and sold in the open market and Buyer shall not
attempt to hold Xx. X. Xxxxxxx responsible for selling the Collateral at an
inadequate price even if Xx. X. Xxxxxxx accepts the first offer received or if
only one possible purchaser appears or bids at any such sale. If Xx. X. Xxxxxxx
shall sell the Collateral at such sale, he shall have the right to rely upon the
advice and opinion of any qualified appraiser or investment banker as to the
commercially reasonable price obtainable on the sale thereof but shall not be
obligated to obtain such advice or opinion. Buyer hereby assigns Xx. X. Xxxxxxx
any registration rights or similar rights Buyer may have from time to time with
respect to the Collateral.
Section 5.4. Irrevocable Proxy. In furtherance of the rights granted to
Xx. X. Xxxxxxx, under paragraph (a) of Section 5.2 above, and not by way of
limitation of such rights, Buyer hereby appoints and re-appoints Xx. X. Xxxxxxx
as its proxy to vote any of the shares of Collateral, attend meetings of the
holders of such securities and to execute consents, waivers and releases with
respect thereto, such appointment and re-appointment to take effect immediately
and automatically upon the occurrence of an Event of Default and any subsequent
Event of Default, respectively, and to continue for so long as such Event of
Default and subsequent Event of Default, respectively, continue. Xx. X. Xxxxxxx
shall have the power of substitution with respect to such proxy. Such proxy
shall continue in force until the security interest granted to Xx. X. Xxxxxxx
hereunder has terminated. Such proxy is irrevocable by Buyer or by its
bankruptcy. Buyer acknowledges that such proxy is a power coupled with an
interest, including, without limitation, the security interest granted to Xx. X.
Xxxxxxx herein and the related remedies granted to him in this Article 5. The
proxy granted under this Section 5.5 shall not be exercised by Xx. X. Xxxxxxx
unless and until an Event of Default has occurred and is continuing. If an Event
of Default has occurred and is continuing, Xx. X. Xxxxxxx may exercise such
proxy as provided in paragraph (a) of Section 5.2 above.
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Article 6. Waivers.
Section 6.1. Waiver of Suretyship and Impairment of Collateral Defenses.
Buyer hereby waives any defense to its obligations under this Agreement and any
claim that the security interest granted herein has been discharged or released
based on suretyship or impairment of collateral including, but not limited to,
the occurrence on any one or more occasions, of any of the following:
(a) the amendment, modification or waiver of any term of the Stock
Purchase Agreement or any other agreement or instrument evidencing or creating
any of the Obligations or any payment or any other performance due to
thereunder;
(b) the grant, exchange, release, surrender, disposal, invalidity or
impairment of or the failure to properly perfect any security interest in any
collateral which secures the Buyer's obligations hereunder, any of the
Obligations or any other guaranty thereof;
(c) the existence or assertion by Buyer of any defense to the Obligations,
including, but not limited to, the bankruptcy of the Buyer;
(d) the impossibility or illegality of any payment or performance of any
of the Obligations by Buyer;
(e) any extension of the time for the payment or other performance of any
Obligation on one or more occasions and for any period of time;
(f) any merger, consolidation, reorganization or other change in the
corporate organization of Buyer;
(g) the exercise, pursuit or waiver of any right or remedy that Xx. X.
Xxxxxxx may have against the Buyer or any other person or collateral at any time
or the failure to exercise or pursue any such right or remedy;
(h) the failure of Xx. X. Xxxxxxx to give notice to Buyer of the
occurrence of any default in Buyer's payment or other performance of the
Obligations;
(i) the taking of or omission to take any action under this Agreement, the
Stock Purchase Agreement or the Obligations; and
(j) the release or discharge of Buyer or any other guarantor or surety
with respect to the Stock Purchase Agreement or Obligations or any agreement not
to xxx such persons.
Section 6.2. Waivers of Notice. Buyer hereby waives presentment, demand,
protest, notice of any default under the Stock Purchase Agreement, and all other
notices to Buyer specified thereunder or pursuant to any other agreement between
Buyer and Xx. X. Xxxxxxx.
Article 7. Indemnification. Buyer shall indemnify and hold Xx. X. Xxxxxxx
harmless from and against any and all losses, liabilities, damages, demands,
claims, suits, actions, judgments or causes of action, assessments, costs and
expenses, including without limitation interest, penalties, attorneys' fees, any
and all expenses incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation asserted against,
resulting to, imposed upon, or incurred or suffered by Xx. X. Xxxxxxx,
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directly or indirectly, as a result of or arising from any inaccuracy in or
breach or nonfulfillment of any of the representations, warranties, covenants,
or agreements made by Buyer in this Agreement, the Stock Purchase Agreement and
the Guaranty and Security Agreement entered into contemporaneously.
Article 8. Miscellaneous.
Section 8.1. This Agreement. This Agreement, the schedules and exhibits
hereto and the agreements and instruments required to be executed and delivered
hereunder set forth the entire agreement of the parties with respect to the
subject matter hereof and supersede and discharge all prior agreements (written
or oral) and negotiations and all contemporaneous oral agreements concerning
such subject matter and negotiations. There are no oral conditions precedent to
the effectiveness of this Agreement.
Section 8.2. Non-Waiver. Neither the failure of nor any delay by any party
to this Agreement to enforce any right hereunder or to demand compliance with
its terms is a waiver of any right hereunder. No action taken pursuant to this
Agreement on one or more occasions is a waiver of any right hereunder or
constitutes a course of dealing that modifies this Agreement.
Section 8.3. Waivers. No waiver of any right or remedy under this
Agreement shall be binding on any party unless it is in writing and is signed by
the party to be charged. No such waiver of any right or remedy under any term of
this Agreement shall in any event by deemed to apply to any subsequent default
under the same or any other term contained herein.
Section 8.4. Amendments. No amendment, modification or termination of this
Agreement shall be binding on any party hereto unless it is in writing and is
signed by the party to be charged.
Section 8.5. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement, or
the application of such terms or provisions to persons or circumstances, other
than those to which it is held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.
Section 8.6. Successors. The terms of this Agreement shall by binding upon
Buyer, and shall inure to the benefit of Xx. X. Xxxxxxx, and any holder, owner
or assignee of any rights in the Stock Purchase Agreement and will be
enforceable by them as their interest may appear.
Section 8.7. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to give any person other than the parties hereto
any rights or remedies under this Agreement.
Section 8.8. Rules of Construction. In this Agreement, words in the
singular number include the plural, and in the plural include the singular;
words of the masculine gender include the feminine and the neuter, and when the
sense so indicates words of the neuter gender may refer to any gender and the
word "or" is disjunctive but not exclusive. The captions and section numbers
appearing in this Agreement are inserted only as a matter of convenience. They
do not define, limit or describe the scope or intent of the provisions of this
Agreement.
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Section 8.9. Notices. Any notice, request or other communication required
or permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy or
other electronic means and electronic confirmation of error free receipt is
received or two days after being sent by certified or registered United States
mail, return receipt requested, postage prepaid, addressed to the party at the
address set forth under such party's signature hereto and with such copies
delivered, transmitted or mailed to such persons as are specified therein. Any
party may change his address for notices in the manner set forth above.
Section 8.10. Counterparts. This Agreement may be executed in any number
of counterparts, all of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing and delivering one or
more counterparts.
Section 8.11. Legal Matters.
(a) Choice of Law. The validity, terms, performance and enforcement of
this Agreement shall be governed by those laws of the State of Ohio which are
applicable to agreements which are negotiated, executed, delivered and performed
solely in the State of Ohio.
(b) Jurisdiction, Venue, Service of Process. The State and Federal
District Courts located in Columbus, Ohio shall have exclusive jurisdiction and
venue of any action or proceeding arising out of or related to the negotiation,
execution, delivery, performance, breach or enforcement of this Agreement or any
other agreement, document or instrument negotiated, executed, delivered, entered
into or performed in connection with this Agreement or any of the transactions
contemplated hereby or thereby; any waiver, modification, amendment or
termination hereof or thereof or any action taken or omission made by Buyer or
Xx. X. Xxxxxxx or any of their respective directors, officers, employees, agents
or attorneys in connection with the payment, performance, exercise or
enforcement of any right, duty or obligation created or implied hereby or
thereby or arising hereunder or thereunder; regardless of whether any claim,
counterclaim or defense in any such action, suit or proceeding is characterized
as arising out of fraud, negligence, recklessness, intentional misconduct, a
breach of contract or fiduciary duty, or violation or a statute, law, ordinance,
rule or regulation. The parties hereto hereby irrevocably consent to the
personal jurisdiction of such courts, to such venue and to the service of
process in the manner provided for the giving of notice in this Agreement. The
parties hereto hereby waive all objections to such jurisdiction and venue
including those which might be based upon inconvenience or the nature of the
forum.
(c) Waiver of Jury Trial. Buyer hereby voluntarily, knowingly, irrevocably
and unconditionally waives and relinquishes its right to trial by jury under the
Constitution of the United States of America or of the State of Ohio or any
other constitution, statute or law in any civil legal action, suit or proceeding
arising out of or related to the negotiation, execution, delivery, performance,
breach or enforcement of this Agreement; any waiver, modification, amendment or
termination hereof or any action taken or omission made by Buyer or Xx. X.
Xxxxxxx or any of their respective directors, officers, employees, agents or
attorneys in connection with the payment, performance, exercise or
9
enforcement of any right, duty or obligation created or implied hereby or
arising hereunder; regardless of whether any claim, counterclaim or defense in
any such action, suit or proceeding is characterized as arising out of fraud,
negligence, recklessness, or intentional misconduct, a breach of contract or
fiduciary duty, or violation of a statute, law, ordinance, rule or regulation.
IN WITNESS WHEREOF, Buyer has signed this Stock Pledge Agreement as of this 26th
day of April, 2001.
QUALITY PRODUCTS, INC.
By_________________________________
Xxxxx Xxxxxx, President
Address:
000 Xxxx Xxxxxxxxxx Xxxx.
Xxxxxxxx, Xxxx 00000
Accepted as of this 26th day of April,
2001
--------------------------------
Xxxxxx X. Xxxxxxx
Address:
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