STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 5th day of
March 2006 by and among John Fife (the "Secured Party"), and those persons
identified on the signature page hereof (each a "Pledgors").
RECITALS
A. Pledgors have agreed to pledge certain shares as security for: (i)
the performance by Valcom, Inc. A Delaware corporation of its obligations
under its Series 2006 Note in an aggregate face amount of Two Hundred Twenty
Five Thousand and 00/100 Dollars ($225,000.00) payable to the Secured Party
(the "Note")and (ii) the performance by Pledgor of its Guaranty delivered to
Secured Party of even date herewith. Capitalized terms in this Agreement
which are not identified herein will have the meanings given such terms in the
Note.
B. The Secured Party is willing to accept the Note from the Company
only upon receiving Pledgors' Guaranty and pledge of certain stock as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and conditions contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Grant of Security Interest. Pledgors hereby pledge to the Secured
Party as collateral and security for the Secured Obligations (as defined in
paragraph 2) the securities initially set forth on the attached Schedule 1 of
this Agreement, (the "Pledged Shares"). If on any monthly anniversary during
the term of the Note, the market value of the Collateral then held by the
escrow agent, does not equal or exceeed 300% of the principal amount of the
Note then within 5 days of such date, the Pledgor shall deliver to be held
under the terms of this Agreement a certificate or certificates for
additional shares and necessary stock powers equal to not less than 300% of
the principal amount of the Note. The Pledgor shall deliver same and a
statement setting forth the necessary amount of Collateral not later than the
first business day following each such monthly anniversary. Failure to timely
deliver the statement or the required Shares within 5 Trading Days shall (i)
be deemed an Event of Default under the Note and (ii) entitle Secured Party to
liquidated damages of $250.00 per Trading Day up to a maximum amount of
$7,500. Unless otherwise set forth on Schedule 1 of this Agreement, each
Pledgor is the beneficial and record owner of the Pledged Shares set forth
opposite such Pledgor's name on such Schedule. Such Pledged Shares, together
with any additions, replacements, accessions substitutes therefor, or proceeds
thereof, are hereinafter referred to collectively as the "Collateral." Market
Value means the average closing bid price for the ten trading days prior to
the date on which the Collateral is valued for purposes of this Section 1.
2. Secured Obligations. During the term hereof, the Collateral shall
secure the following:
a. The performance by the Company of its obligations, covenants, and
agreements under the Note.
b. The performance by the Pledgor of its obligations, covenants, and
agreements under the Guaranty.
The obligations, covenants and agreements described in clause (a)and (b) are
the "Secured Obligations."
3. Perfection of Security Interests. (a) Upon execution of this
Agreement by each Pledgor, such Pledgor shall deliver the Pledge Shares,
together with Stock Powers (with Medallion Guarantees annexed).
(b) The Company and each Pledgor will, at its expense, cause to
be searched the public records with respect to the Collateral and will execute,
deliver, file and record (in such manner and form as each Secured Party may
require), or permit each Secured Party to file and record, as its attorney in
fact, any financing statements, any carbon, photographic or other reproduction
of a financing statement or this Agreement (which shall be sufficient as a
financing statement hereunder), any specific assignments or other paper that
may be reasonably necessary or desirable, or that such Secured Party may
request, in order to create, preserve, perfect or validate any Security
Interest or to enable such Secured Party to exercise and enforce its rights
hereunder with respect to any of the Collateral. The Company and each of the
Pledgors hereby appoints each Secured Party as the Company's or such Pledgor's
attorney-in-fact to execute in the name and behalf of the Company or such
Pledgor, as the case may be, such additional financing statements as such
Secured Party may request.
4. Assignment. In connection with the transfer of the Note in
accordance with their terms, a Secured Party may assign or transfer the whole
or any part of its security interest granted hereunder, and may transfer as
collateral security the whole or any part of Secured Party's security interest
in the Collateral. Any transferee of the Collateral shall be vested with all
of the rights and powers of Secured Party hereunder with respect to the
Collateral.
5. Pledgors' Warranty. (A) Title. Each Pledgor represents and
warrants hereby to the Secured Party as follows with respect to the Pledged
Shares set forth opposite such Pledgors name on Schedule 2 to this Agreement:
(i) that the Collateral is free and clear of any encumbrances of
every nature whatsoever, and such Pledgor is the sole owner of the Pledged
Shares;
(ii) Such Pledgor further agree not to grant or create, any
security interest, claim, lien, pledge or other encumbrance with respect to
such Collateral or attempt to sell, transfer or otherwise dispose of the
Collateral, until the Secured Obligations have been paid in full or this
Agreement terminates; and
(iii) this Agreement constitutes a legal, valid and binding
obligation of such Pledgor enforceable in accordance with its terms (except as
the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, and similar laws, now or hereafter in
effect),
B. Other:(i) Pledgor has made necessary inquiries of the Company
and believes that the Company fully intends to fulfill and has the capability
of fulfilling the Secured Obligations to be performed by the Company in
accordance with the terms of the Notes.
(ii) The Pledgors are not (and neither of them is ) acting, and
have not (and neither of them has) agreed to act, in any plan to sell or
dispose of any Shares in a manner intended to circumvent the registration
requirements of the Securities Act of 1933, as amended, or any applicable state
law.
(iii) Pledgor has been advised by counsel of the elements of a
bona-fide pledge for purposes of Rule 144(d)(3)(iv) under the
Securities Act of 1933, as amended, including the relevant
SEC interpretations and affirm the pledge of shares by each
of the undersigned pursuant to this Pledge Agreement will
constitute a bona-fide pledge of such shares for purposes of
such Rule.
(iv) Pledgor has owned the Shares since prior to May 5, 2005.
Pledgor is an Affiliate of the Company as defined in
Regulation D under the Securities Act of 1933.
6. Collection of Dividends and Interest. During the term of this
Agreement and so long as Pledgors are not in default under the Notes, Pledgors
are authorized to collect all dividends, distributions, interest payments, and
other amounts that may be, or may become, due on any of the Collateral.
7. Voting Rights. During the term of this Agreement and until such
time as this Agreement has terminated or Secured Party has exercised its rights
under this Agreement to foreclose its security interest in the Collateral,
Pledgors shall have the right to exercise any voting rights evidenced by, or
relating to, the Collateral.
8. Warrants and Options. In the event that, during the term of this
Agreement, subscription, spin-off, warrants, dividends, or any other rights or
option shall be issued in connection with the Collateral, such warrants,
dividends, rights and options shall be immediately delivered to Secured Party
to be held under the terms hereof in the same manner as the Collateral.
9. Preservation of the Value of the Collateral. Pledgors shall pay
all taxes, charges, and assessments against the Collateral and do all acts
necessary to preserve and maintain the value thereof.
10. Secured Party as Pledgor's Attorney-in-Fact.
(a) Pledgor hereby irrevocably appoints Secured Party as Pledgor's
attorney-in-fact, with full authority in the place and stead of Pledgor and in
the name of Pledgor, Secured Party or otherwise, from time to time at Secured
Party's discretion, to take any action and to execute any instrument that
Secured Party may reasonably deem necessary or advisable to accomplish the
purposes of this Agreement, including: (i) upon the occurrence and during the
continuance of an Event of Default, to receive, indorse, and collect all
instruments made payable to Pledgor representing any dividend, interest payment
or other distribution in respect of the Collateral or any part thereof to the
extent permitted hereunder and to give full discharge for the same and to
execute and file governmental notifications and reporting forms; (ii) to
arrange for the transfer of the Collateral on the books of any of the Company
or any other Person to the name of Secured Party or to the name of Secured
Party's nominee.
(b) In addition to the designation of Secured Party as Pledgor's
attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints Secured
Party as Pledgor's agent and attorney-in-fact to make, execute and deliver any
and all documents and writings which may be necessary or appropriate for
approval of, or be required by, any regulatory authority located in any city,
county, state or country where Pledgor or any of the Company engage in
business, in order to transfer or to more effectively transfer any of the
Pledged Interests or otherwise enforce Secured Party's rights hereunder.
11. Remedies upon Default.
Upon the occurrence and during the continuance of an Event of Default
under the Note and/or the Guaranty "Event of Default"):
(a) Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the Code (irrespective of whether the Code applies to the affected items
of Collateral), and Secured Party may also without notice (except as specified
below) sell the Collateral or any part thereof in one or more parcels in an
open market public sale. To the maximum extent permitted by applicable law,
Secured Party may be the purchaser of any or all of the Collateral at any such
sale and shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Collateral sold at
any such public sale, to use and apply all or any part of the Secured
Obligations as a credit on account of the purchase price of any Collateral
payable at such sale. Each purchaser at any such sale shall hold the property
sold absolutely free from any claim or right on the part of Pledgor, and
Pledgor hereby waives (to the extent permitted by law) all rights of
redemption, stay, or appraisal that it now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted.
Pledgor agrees that, to the extent notice of sale shall be required by law, at
least ten (10) calendar days notice to Pledgor of the time and place of any
public sale or the time after which a private sale is to be made shall
constitute reasonable notification. Secured Party shall not be obligated to
make any sale of Collateral regardless of notice of sale having been given.
Secured Party may adjourn any public or private sale from tme 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. To
the maximum extent permitted by law, Pledgor hereby waives any claims against
Secured Party arising because the price at which any Collateral may have been
sold at such a private sale was less than the price that might have been
obtained at a public sale, even if Secured Party accepts the first offer
received and does not offer such Collateral to more than one offeree.
(b) Pledgor hereby agrees that any sale or other disposition of the
Collateral conducted in conformity with reasonable commercial practices of
banks, insurance companies, or other financial institutions in the city and
state where Secured Party is located in disposing of property similar to the
Collateral shall be deemed to be commercially reasonable.
(c) Pledgor hereby acknowledges that the sale by Secured Party of any
Collateral pursuant to the terms hereof in compliance with the Securities Act
of 1933 as now in effect or as hereafter amended, or any similar statute
hereafter adopted with similar purpose or effect (the "Securities Act"), as
well as applicable "Blue Sky" or other state securities laws, may require
strict limitations as to the manner in which Secured Party or any subsequent
transferee of the Collateral may dispose thereof. Pledgor acknowledges and
agrees that in order to protect Secured Party's interest it may be necessary to
sell the Collateral at a price less than the maximum price attainable if a sale
were delayed or were made in another manner, such as a public offering under
the Securities Act. Pledgor has no objection to sale in such a manner and
agrees that Secured Party shall have no obligation to obtain the maximum
possible price for the Collateral. Without limiting the generality of the
foregoing, Pledgor agrees that, upon the occurrence and during the continuation
of an Event of Default, Secured Party may, subject to applicable law, from time
to time attempt to sell all or any part of the Collateral by a private
placement, restricting the bidders and prospective purchasers to those who will
represent and agree that they are purchasing for investment only and not for
distribution. In so doing, Secured Party may solicit offers to buy the
Collateral or any part thereof for cash, from a limited number of investors
reasonably believed by Secured Party to be institutional investors or other
accredited investors who might be interested in purchasing the Collateral. If
Secured Party shall solicit such offers, then the acceptance by Secured Party
of one of the offers shall be deemed to be a commercially reasonable method of
disposition of the Collateral.
(d) If Secured Party shall determine to exercise its right to sell all
or any portion of the Collateral pursuant to this Section, Pledgor agrees that,
upon request of Secured Party, Pledgor will, at its own expense:
(i) execute and deliver, or cause the officers and directors of
the Company to execute and deliver, to any person, entity or governmental
authority as Secured Party may choose, any and all documents and writings
which, in Secured Party's reasonable judgment, may be necessary or appropriate
for approval, or be required by, any regulatory authority located in any city,
county, state or country where Pledgor or the Company engage in business, in
order to transfer or to more effectively transfer the Pledged Interests or
otherwise enforce Secured Party's rights hereunder; and
(ii) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Collateral or any part thereof valid and
binding and in compliance with applicable law; and
(iii) cause the Company to timely file all periodic reports
required to be filed by the Company under the Securities Exchange Act of 1934.
Pledgor acknowledges that there is no adequate remedy at law for failure
by it to comply with the provisions of this Section and that such failure would
not be adequately compensable in damages, and therefore agrees that its
agreements contained in this Section may be specifically enforced.
(e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME
SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS
SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR
MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW
EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a)
OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR
SALE.
12. (a)Term of Agreement. This Agreement shall continue in full force
and effect until the earlier of the payment in full of the Note. If the Note
is paid in full, the security interests in the relevant Collateral shall be
deemed released, and any portion of the Collateral not transferred to or sold
by any one or more Secured Parties shall be returned to the Pledgor (and for
such purpose, delivery to Darrin Ocasio, Esq., of Sichenzia Ross Friedman
Ference LLP of New York, NY shall deemed to comply with such return
requirement). Upon termination of this Pledge Agreement, the relevant
Collateral shall be returned within five (5) Trading Days to Debtor or to the
Pledgor, as contemplated above.
(b) Application of Proceeds. Upon the occurrence and during the
continuance of an Event of Default, any cash held by Secured Party as
Collateral and all cash Proceeds received by Secured Party in respect of any
sale of, collection from, or other realization upon all or any part of the
Collateral pursuant to the exercise by Secured Party of its remedies as a
secured creditor as provided in Section 9 shall be applied from time to time by
the Secured Part as provided in the Note.
13. Indemnity and Expenses.
Pledgor agrees:
(a) To indemnify and hold harmless Secured Party and each of its
directors, officers, employees, agents and affiliates from and against any and
all claims, damages, demands, losses, obligations, judgments and liabilities
(including, without limitation, reasonable attorneys' fees and expenses) in any
way arising out of or in connection with this Agreement or the Secured
Obligations, except to the extent the same shall arise as a result of the gross
negligence or willful misconduct of the party seeking to be indemnified; and
(b) To pay and reimburse Secured Party upon demand for all reasonable
costs and expenses (including, without limitation, reasonable attorneys' fees
and expenses) that Secured Party may incur in connection with (i) the custody,
use or preservation of, or the sale of, collection from or other realization
upon, any of the Collateral, including the reasonable expenses of re-taking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral, (ii) the exercise or enforcement of any rights or
remedies granted hereunder, under the Note or otherwise available to it
(whether at law, in equity or otherwise), or (iii) the failure by Pledgor to
perform or observe any of the provisions hereof. The provisions of this Section
shall survive the execution and delivery of this Agreement, the repayment of
any of the Secured Obligations, the termination of the commitments of Secured
Party under the Note and the termination of this Agreement.
14. Duties of Secured Party.
The powers conferred on Secured Party hereunder are solely to protect its
interests in the Collateral and shall not impose on it any duty to exercise
such powers. Except as provided in Section 9-207 of the Code, Secured Party
shall have no duty with respect to the Collateral or any responsibility for
taking any necessary steps to preserve rights against any Persons with respect
to any Collateral.
15. Choice of Law and Venue; Submission to Jurisdiction; Service of
Process.
(a) THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF
SECURED PARTY, IN ANY OTHER COURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL
OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE
MATTER IN CONTROVERSY.
(b) PLEDGOR HEREBY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.
(c) PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT,
OR OTHER PROCESS ISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF
SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO PLEDGOR AT ITS ADDRESS FOR NOTICES IN ACCORDANCE
WITH THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE
UNITED STATES MAILS, PROPER POSTAGE PREPAID.
(d) NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE
RIGHT OF SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW, OR TO PRECLUDE THE ENFORCEMENT BY SECURED PARTY OF ANY JUDGMENT OR ORDER
OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO
ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.
16. Amendments; etc.
No amendment or waiver of any provision of this Agreement nor consent to
any departure by Pledgor herefrom shall in any event be effective unless the
same shall be in writing and signed by Secured Party, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of Secured Party to exercise,
and no delay in exercising any right under this Agreement, any other Credit
Document, or otherwise with respect to any of the Secured Obligations, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under this Agreement, any other Credit Document, or otherwise with
respect to any of the Secured Obligations preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided for
in this Agreement or otherwise with respect to any of the Secured Obligations
are cumulative and not exclusive of any remedies provided by law.
17. Notices.
Unless otherwise specifically provided herein, all notices shall be in
writing addressed to the respective party as set forth below: and may be
personally served, faxed, telecopied or sent by overnight courier service or
United States mail:
If to Pledgor:
Vincent Vellardita
C/o ValCom, Inc.
920 S. Commerce Street
Las Vegas, NV 89106
with a copy to:
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, NY 10018
Fax No.:212-930-9725
Attn: Darrin M. Ocasio, Esq.
If to Secured Party:
John Fife
303 East Wacker Drive
Suite 301
Chicago, Il 60601
Fax No.: 312 819 9701
with a copy to:
Samuel M. Krieger, Esq.
Krieger and Prager LLP
39 Broadway
New York, NY. 10006
Fax No.: 212 363 2999
Any notice given pursuant to this section shall be deemed to have been
given: (a) if delivered in person, when delivered; (b) if delivered by fax, on
the date of transmission if transmitted on a Business Day before 4:00 p.m. at
the place of receipt or, if not, on the next succeeding Business Day; (c) if
delivered by overnight courier, two (2) days after delivery to such courier
properly addressed; or (d) if by United States mail, four (4) Business Days
after depositing in the United States mail, with postage prepaid and properly
addressed. Any party hereto may change the address or fax number at which it is
to receive notices hereunder by notice to the other party in writing in the
foregoing manner.
18. Continuing Security Interest.
This Agreement shall create a continuing security interest in the
Collateral and shall: (a) remain in full force and effect until the
indefeasible payment in full of the Secured Obligations, including the cash
collateralization, expiration, or cancellation of all Secured Obligations, if
any, consisting of letters of credit, and the full and final termination of any
commitment to extend any financial accommodations under the Credit Agreement;
(b) be binding upon Pledgor and its successors and assigns; and (c) inure to
the benefit of Secured Party and its successors, transferees, and assigns. Upon
the indefeasible payment in full of the Secured Obligations, including the cash
collateralization, expiration, or cancellation of all Secured Obligations, if
any, consisting of letters of credit, and the full and final termination of any
commitment to extend any financial accommodations under the Credit Agreement,
the security interests granted herein shall automatically terminate and all
rights to the Collateral shall revert to Pledgor. Upon any such termination,
Secured Party will, at Pledgor's expense, execute and deliver to Pledgor such
documents as Pledgor shall reasonably request to evidence such termination.
Such documents shall be prepared by Pledgor and shall be in form and substance
reasonably satisfactory to Secured Party.
19. Security Interest Absolute.
To the maximum extent permitted by law, all rights of Secured Party, all
security interests hereunder, and all obligations of Pledgor hereunder, shall
be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of any of the Secured
Obligations or any other agreement or instrument relating thereto, including
any of the Credit Documents;
(b) any change in the time, manner, or place of payment of, or in any
other term of, all or any of the Secured Obligations, or any other amendment or
waiver of or any consent to any departure from any of the Credit Documents, or
any other agreement or instrument relating thereto;
(c) any exchange, release, or non-perfection of any other collateral,
or any release or amendment or waiver of or consent to departure from any
guaranty for all or any of the Secured Obligations; or
(d) any other circumstances that might otherwise constitute a defense
available to, or a discharge of, Pledgor.
20. Headings.
Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
or be given any substantive effect.
21. Severability.
In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
22. Counterparts; Telefacsimile Execution.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, or binding effect
hereof.
23. Waiver of Marshaling.
Each of Pledgor and Secured Party acknowledges and agrees that in
exercising any rights under or with respect to the Collateral: (a) Secured
Party is under no obligation to marshal any Collateral; (b) may, in its
absolute discretion, realize upon the Collateral in any order and in any manner
it so elects; and (c) may, in its absolute discretion, apply the proceeds of
any or all of the Collateral to the Secured Obligations in any order and in any
manner it so elects. Pledgor and Secured Party waive any right to require the
marshaling of any of the Collateral.
24. Waiver of Jury Trial.
PLEDGOR AND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. PLEDGOR AND SECURED PARTY REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY
OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement
to be duly executed and delivered by their officers thereunto duly authorized
as of the date first written above.
VINCENT VELLARDITA
By: /s/ Vincent Vellardita
---------------------------
JOHN FIFE
By: /s/ John Fife
--------------------------
Schedule 1
Pledged Interests: __________________ shares of common stock of Valcom, Inc.
Name of Issuer: Valcom, Inc.
Jurisdiction of Organization: Delaware
Type of Interest: Share of common stock
Number of Shares/Units (if applicable): see above
Certificate Number(s) (if any) ________________
Percentage of Outstanding Interests in Issuer: approximately
Date of certificate: _______________________
Additional Collateral as Set forth in Section 1.
Schedule 2
Pledgor Information:
For Pledgor That Is a Registered Organization
Jurisdiction of Organization:
______________________________________________________
Type of Organization:
___________________________________________________________
Organizational ID Number (if any):
________________________________________________
For Pledgor That Is An Individual: Vincent Vellardita
Address of Principal Residence: See Notice section
For Pledgor That Is Neither a Registered Organization nor an Individual:
Type of Organization:
___________________________________________________________