STOCK PLEDGE
THIS AGREEMENT made this _______________________
(Date), by and between _______________________________ (Name of Husband &
Wife), husband and wife, having an address at _____________________________
(Address of Husband & Wife)
(hereinafter referred to as the "Pledgor"), and
___________________________ (Name of Second Party), whose address is
____________________________ (Address of Second Party) (hereinafter referred to
as the "Pledgee").
WITNESSETH:
WHEREAS, the pledgor is duly indebted to the pledgee in the aggregate
principal amount of __________________ ($________) evidenced by a promissory
note of the pledgor dated ________________________ (Date) (hereinafter referred
to as the "Note"); and
WHEREAS, to induce the Pledgee to loan to the
Pledgor the principal amount of the Note, the Pledgor has agreed to pledge all
of their shares of ______________________ (Name of Company), Inc., as security
for the prompt payment of the Note in accordance with its terms.
NOW, THEREFORE, intending to be legally bound
hereby, the parties agree as follow:
1. In
consideration of the foregoing, the Pledgor herewith pledges, delivers and
assigns to the Pledgee all of their shares of _________________________ (Name
of Company) Inc., duly endorsed in
blank, and does hereby appoint the Pledgee, or its nominee, the Pledgor's true
and lawful attorney and in its name, place and stead to cause the shares of
_________________________ (Name of Company), Inc., to be transferred on the
books of the corporation to the name of the Pledgee.
2. The
Pledgor does hereby represent and warrants:
(a) That,
except as pledged herein, the Pledgor has not sold, assigned, transferred,
pledged, granted any security interest in or otherwise hypothecated the shares
of stock of _________________________ (Name of Company) Inc., in any manner whatsoever and that the
shares of stock of ______________________ (Name of Company) Inc., are pledged
herewith free and clear of any and all liens, encumbrances, pledges,
restrictions, security interests and agreements; and
(b) That the
Pledgor has full power and authority to execute and deliver this pledge
agreement and to pledge the shares of stock of _________________________ (Name
of Company), Inc., hereunder, that this agreement constitutes the valid and
binding obligation of the Pledgor enforceable in accordance with its terms, and
that the pledge of the shares of stock of _________________________ (Name of
Company), Inc., contained herein is not in violation of any agreement,
undertaking or obligation of the Pledgor.
c) Pledgee
shall hold the shares of stock of _________________________ (Name of Company),
Inc., as security for the payment of the Note and will not at any time dispose
of or encumber the same except as herein provided. While the Pledgee is the holder of the shares of stock of
_________________________ (Name of Company),
Inc., it shall not collect dividends thereon and the Pledgor shall have
the right to cast any vote of the same at meetings of stockholders of the
corporation, at which said stock may be entitled to vote so long as an Event of
Default, herein set forth, has not occurred and, if the Pledgee has exercised
its right to have the shares of stock of _____________ ____________ (Name of
Company), Inc., in its name as aforesaid, the Pledgee agrees to execute any and
all proxies in favor of the Pledgor that may be required. Upon the payment of the Note in full, the
Pledgee shall retransfer or redeliver the shares of stock of _________________________
(Name of Company), Inc., to the Pledgor.
4. Upon the
occurrence of an Event of Default herein defined, the Pledgee is hereby granted
all of the rights and remedies accorded a secured party under the Uniform
Commercial Code and may, upon ten (10) days prior written notice to the
Pledgor, sell, lease or otherwise dispose of the shares of stock of
_________________________ (Name of Company), Inc., pledged hereunder, at any
time or from time to time, in whole or in part, at public or private sale,
without advertisement or notice of sale, all of which are hereby waived, and
apply the proceeds of any such sale (a) first to the expenses of holding,
preparing the collateral for sale, in arranging for the sale, selling and the
like, including without limitation reasonable attorney fees and legal expenses
incurred by the Pledgee (including fees and expenses of any litigation incident
to any of the foregoing); (b) second to the payment of the Note and all
interest accrued thereon; and (c) shall pay any excess to the Pledgor.
In the event that the proceeds of any such sale are
not sufficient to pay the items listed in (a) and (b) above, then the Pledgor
shall remain liable and shall pay the Pledgee any such deficiency. Any purchaser at any such sale (which term
shall include the Pledgee in the case of a public sale) shall receive the
shares of stock of all rights of redemption or other rights or claims of the
Pledgor, all of which are hereby waived.
An Event of Default hereunder is defined as:
(a) The
nonpayment of any installment due and owing on the Note when it has become due;
(b) The
adjudication of the Pledgor as a bankrupt or insolvent, or entry of any order,
remaining unstayed by appeal or otherwise for twenty (20) days, appointing a
receiver or trustee for the Pledgor or for all or any of the Pledgor's
properties, or the filing by or against the Pledgor of a petition seeking any
of the foregoing or consenting thereto, or the filing of a petition to take
advantage of any debtors' act, or making a general assignment for the benefit
of creditors or admitting in writing inability to pay debts as they may mature.
5. This is
the entire agreement between the parties hereto and may be changed only by a
written instrument signed by the party against whom any charge is sought to be
enforced.
6. This
agreement is made in and shall be governed by and construed in accordance with
the laws of the State of _______________________ (Name of State).
7. This
agreement shall be binding upon and inure to the benefit of the parties hereto,
their respective heirs, personal representatives, successors and assigns.
IN WITNESS WHEREOF, the Pledgor, intending to be
legally bound hereby, has executed this agreement the day and year first above
written.
___________________________________ _____________________
Signature Date
WITNESS:
_______________________________
