EXHIBIT 10.15
PLEDGE AGREEMENT
AGREEMENT made and entered into as of the 31st day of December, 2000,
between and among Voicenet, Inc., a Delaware corporation ("Pledgor"), Voicenet
(Aust), Ltd., a corporation formed under the laws of Western Australia
("Pledgee") and Xxxxxxxx & Xxxxxxxx and if it fails or refuses to serve then
such other Pledgeholder as Pledgee may select ("Pledgeholder").
R E C I T A L S:
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A. Pledgor is purchasing or has recently purchased from Unveil
Technologies, Inc. ("Unveil") 2,500,000 shares of the Series A Convertible
Preferred Stock of Unveil (the "Unveil Shares"), at a price of $.625 per Share,
and the consideration for such purchase was obtained by Pledgor from Pledgee by
advances made in the amount of approximately US$2,104,675 to Unveil on behalf of
Pledgor.
B. As consideration for the Unveil Shares, Pledgor has executed a
promissory note (the "Note") in favor of Pledgee, in the principal amount of
US$2,104,675, bearing interest at the rate of 9.8% per annum, all accruring
until maturity on March 31, 2004.
C. As sole security for the payment of the indebtedness represented by
the Note, Pledgor desires to pledge the Unveil Shares with Pledgeholder, for the
account and benefit of Pledgee, to secure payment of the Note.
A G R E E M E N T:
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NOW, THEREFORE, the parties hereby agree as follows:
1. Creation Of Pledge. Pledgor hereby assigns and sets over to
Pledgeholder, for and on account of Pledgee, share certificates evidencing
Pledgor's ownership of the Unveil Shares, together with stock powers attached
thereto, duly endorsed in blank for transfer pursuant thereto.
2. Acceptance By Pledgeholder. Pledgeholder accepts the terms of
the above pledge and agrees to hold the Unveil Shares in pledge during the term
of this Agreement, subject to the terms and conditions below.
3. Right To Vote Shares. So long as Pledgor is not in default in
the payment of any installments of principal or interest due under the Note,
Pledgor shall have the right to vote the Unveil Shares on all corporate
questions, and Pledgeholder shall, if necessary, execute due and
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timely proxies in favor of Pledgor to this end. If and during any period when
Pledgor is in default in the payment of any indebtedness due under the Note,
Pledgor shall not have the right to vote the Unveil Shares, but rather Pledgee
shall have the right, which Pledgee shall exercise by written instructions to
Pledgeholder.
4. Stock Dividends. In the event that, during the term of this
pledge, any stock dividend, reclassification, readjustment or other change in
the capital structure or capital stock of Pledgee is permitted and declared, all
new, substituted and additional shares, or other securities issued with regard
to the Unveil Shares by reasons of any such change, shall be promptly turned
over by Pledgor to Pledgeholder to be held by Pledgeholder under the terms and
conditions of this Agreement in the same manner as the Unveil Shares
5. Warrants, Rights And Options. In the event that during the
terms of this pledge, subscription warrants or any other rights or options shall
be granted, declared or issued in connection with the Unveil Shares, such
warrants, rights and options shall be exercisable by Pledgor and if exercised by
Pledgor, all new stock or other securities so acquired by Pledgor shall be
transferred to Pledgeholder and become subject to all of the terms and
conditions of this Agreement, in the same manner as the Unveil Shares.
6. Release Of Shares From Pledge. When Pledgeholder shall
determine, in the exercise of its reasonable judgment after reviewing the
appropriate cancelled checks and other documents, that Pledgor has paid the
amount due under the Note in full or upon written instruction from Pledgee,
Pledgeholder shall transfer to Pledgor all of the Unveil Shares, and the pledge
shall then terminate, and the terms thereof shall thereafter have no force or
effect.
7. Notice Of Default; Delivery of Unveil Shares to Pledgee. In
the event that Pledgor defaults in the payment of any amount due under the Note,
upon 10 days' written notice to all parties to this Agreement sent by registered
or certified mail, unless said default is cured within the ten-day notice
period, Pledgeholder shalldeliver the Unveil Shares to Pledgee and thereupon
neither Pledgor or Pledgeholder shall have any further duty, liability or
obligation to Pledgee.
8. Execution Of Documents. Pledgor and Pledgee agree to execute
any and all documents necessary to carry out the provisions of this Agreement.
9. Hold Harmless. Pledgeholder shall not be liable for the
failure of any condition of the pledge or for damage caused by Pledgeholder's
exercise of discretion in any particular manner, or for any other reason, except
gross negligence or willful misconduct. In the event that Pledgeholder receives
conflicting instructions, it shall be entitled to take no action until the
conflict is mutually resolved or pending court order, in its sole discretion.
10. Successors And Assigns. This Agreement, and all the terms
hereof, shall insure to the benefit of and be binding upon the parties hereto
and their respective successors, executors, administrators or assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first hereinabove written.
PLEDGOR:
VOICENET, INC.
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Chief Executive Officer
PLEDGEE:
VOICENET (AUST), LTD.
By: /s/ Xxxxxxxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxx
Chairman/Secretary
PLEDGEHOLDER:
XXXXXXXX & XXXXXXXX
By: /s/