Form of Stock Pledge Agreement
(b) Upon performance of all of Pledgor`s obligations under the Debenture and this Pledge Agreement, and subject to the terms of the Purchase Agreement, the Company will promptly return the Warranty to Pledgor and this Pledge Agreement will terminate; 4. Additional Remedies. The rights and remedies granted to the Company herein in the event of a default event are in addition to all of the Company`s rights, powers and remedies under California Uniform Commercial Code and applicable law, and such rights, powers and remedies may be exercised by the Company with respect to all securities. Pledgor agrees that the Company`s reasonable costs related to holding the warranty, preparing for resale or any other sale, and selling or selling the warranty, including attorneys` fees and other legal fees, will be deducted from the proceeds of a sale or other sale and will be included in the amounts that the secured creditor must offer to repay the security. All rights, powers and remedies of the Company are cumulative and not alternative. Any forbearance, default or delay by the Company in exercising any right, power or remedy under this Agreement shall not be deemed a waiver of any such right, power or remedy, and all or part of the exercise of such right, power or remedy shall not preclude further exercise. 3. Rights in case of default. Upon the occurrence of an event of default under the Debenture, the Company shall have full power to sell, assign and deliver or otherwise dispose of the security, in whole or in part, on a brokerage exchange or elsewhere, in the case of a public or private sale, at the Option of the Company, to perform any part of Pledgor`s obligations now in place or arising hereunder from the Debenture or this Pledge Agreement. In the event of such a sale, the Company or its assignees may acquire all or part of the security. In addition, the Company may, in its sole discretion, elect to retain all warranties in full compliance with Pledgor`s obligation under the Debenture in accordance with the terms and procedures of the California Uniform Commercial Code. Pledgor undertakes, at the request of the Company, to cooperate with the Company in connection with the sale and 1.
Creation of security interests. In accordance with the provisions of the California Commercial Code, Pledgor hereby grants the Company an initial and current security right in (i) the Shares, (ii) all dividends (as defined in Section 5) and (iii) all additional securities (as defined in Section 6 of this Agreement) and (iv) the additional warranties listed in Appendix A, where applicable, to enable payment of the Debenture and the performance of all of Pledgor`s obligations under this Agreement. Pledge agreement. Pledgor hereby provides the Company with common share certificates No. (n). representing all the shares, as well as one or more powers of action for each certificate thus issued in the form attached to the purchase contract, duly signed (leaving the date and number of shares empty) by Pledgor and Pledgor`s spouse, if any. For the purposes of this collateral agreement, the shares, dividends, additional securities and additional guarantees are hereinafter collectively referred to as “guarantee”. Pledgor agrees that the security will be deposited and retained with the trustee (as defined in the purchase agreement) and that, notwithstanding any provision to the contrary in the purchase agreement, the trustee will act solely on behalf of the company as its agent for the purpose of enforcing the provisions of this pledge agreement. 12. Modification; Entire Agreement. This collateral agreement will not be modified without the written consent of both parties. This collateral agreement, together with the note and all UCC-1 financial statements filed by the Company, constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings with respect to such subject matter.
6. Adjustments. In the event that, during the term of this collateral arrangement, a share dividend, reclassification, readjustment, share split or other modification is made in respect of the guarantee, or if warrants or other rights, options or securities are issued in respect of the guarantee (the “Additional Guarantee”), then any new, replaced and/or additional shares or other securities, which, as a result of such modification or as a result of the exercise of such warrants, rights, options or securities (if delivered to Pledgor, immediately transferred to the Company and) are pledged to the Company to be held in accordance with the terms of this Collateral Agreement and in the same manner as the collateral is held under the Present. 2. Representations and warranties and representations with respect to securities. Pledgor hereby represents and warrants to the Company that Pledgor has good ownership (both accounting and economic) of the Guarantee, free and free from any claim, pledge, security, lien or charge of any kind, and that Pledgor has the right to pledge the Company and grant the Company the security right in the security granted under this Lien Agreement. Pledgor further agrees that Buyer shall not (i) sell, assign or transfer the Securities or attempt to sell, assign or transfer the Warranty or attempt to sell, assign or transfer the Warranty or attempt to sell, assign or transfer the Warranty or attempt to sell, assign or transfer it, or attempt to sell, assign or transfer, grant or create any privileges, privileges, liens, claims or other charges in respect of any of the Securities or (iii) suffer or permit any seizure, waiver, performance or statutory privilege to continue on any of the Securities during the term of this Lien Agreement. (a) Until all of Pledgor`s obligations under the Debenture and this Pledge Agreement have been fully fulfilled, all warranties will continue to be pledged under this Pledge Agreement. .