Exhibit 10.7
STOCK PLEDGE AGREEMENT
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Stock Pledge Agreement made this ___ day of May, 2000, between Business
Cards Tomorrow, Inc., a Florida corporation ("Secured Party"), and Xxxxxxx X.
Xxxxxxxxx ("Pledgor").
WHEREAS, Pledgor is a joint and several obligor to Secured Party under the
following agreements:
Franchise Agreement dated as of February 28, 1996, among Pledgor,
E.V. Antrim and Xxxxxxxx X. Xxxxxx (collectively, "Antrim") and
Secured Party (the "Franchise Agreement");
$325,000 promissory note dated February 8, 1996, from Antrim
and Pledgor to Secured Party;
$108,008.51 promissory note dated March 11, 1996, from Antrim and
Pledgor to Secured Party;
$20,000 promissory note dated September 13, 1996, from Antrim,
Pledgor and South Pacific Wholesale Printers, Inc., to the Company;
$25,000 promissory note dated October 10, 1996, from Antrim and
Pledgor to the Company; and
$20,000 promissory note dated December 12, 1996, from Antrim and
Pledgor to the Company (the promissory notes described in clauses (ii)
- (vi) above are hereafter referred to each as a "Note" and
collectively as the "Notes").
WHEREAS, Pledgor is in default on his payment obligations under the
Franchise Agreement and the Notes (collectively, the "Indebtedness"), and
Secured Party has not yet exercised any of its remedies for any such default;
and ;
WHEREAS, Pledgor wishes to induce Secured Party to refrain temporarily from
exercising its default remedies under the Franchise Agreement and the Notes by
pledging 100,000 shares of the Common Stock of Secured Party's parent company,
BCT International, Inc., a Delaware corporation ("BCTI") as collateral for the
Indebtedness, and Secured Party is agreeable to same.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree that the foregoing recitals are true
and correct and further agree as follows:
SECTION 1. Pledge
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A. In order to induce Secured Party to refrain from exercising its
default remedies under the Franchise Agreement and the Notes until on or after
July 1, 2000, and to secure the timely payment to Secured Party of all amounts
due thereunder when and as due, Pledgor has delivered to Secured Party
certificates representing 100,000 shares of BCTI's issued and outstanding
common stock (the "Pledged Shares"), and in connection therewith Pledgor has
executed and delivered stock powers in blank attached to the certificates. The
Pledged Shares shall be deemed to be pledged hereunder by the Pledgor for the
benefit of Secured Party.
B. Pledgor shall pay when due all taxes, assessments, charges or
liens against the Pledged Shares. On the failure of Pledgor to do so, Secured
Party at its option may pay any of such taxes, assessments, charges or liens and
add the cost thereof to the outstanding balance of the Notes.
C. Pledgor shall in no way create or permit the creation of any
pledge, lien or other encumbrance on the Pledged Shares and shall not sell,
assign or otherwise dispose of the Pledged Shares during the term of this
Agreement. Any such sale, assignment, pledge or disposition shall not affect
the pledge of the Pledged Shares hereunder.
D. Except as specifically set forth in this Agreement, Pledgor shall
retain all rights, including voting rights, with respect to the Pledged Shares
for so long as they are registered in Pledgor's name.
E. The Pledged Shares shall be held by the Secured Party as
aforesaid unless and until whichever of the following events shall first occur:
(i) disposition of the Pledged Shares as described in Section 4 hereof; or (ii)
the termination of this Agreement in accordance with Section 8 hereof.
F. This Agreement shall constitute a security agreement under the
Uniform Commercial Code. Pledgor covenants to join with Secured Party in the
execution of any financing statements and to execute any other instruments that
may reasonably be required by Secured Party hereafter for the perfection or
renewal under the Uniform Commercial Code or any other applicable law of the
security interest granted hereunder.
SECTION 2. Pledgor's Representations and Warranties
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Pledgor represents and warrants to Secured Party:
A. That Pledgor has good and marketable title to the Pledged Shares,
sole and absolute ownership beneficially and of record thereof, free and clear
of all liens and encumbrances, and the Pledged Shares are not subject to any
adverse claim by any other party;
B. That Pledgor has full power, authority and legal right to enter
into, perform and observe the terms and provisions of this Agreement and that
the pledge of the Pledged Shares contained herein is not in violation of law or
any agreement, undertaking or obligation of Pledgor; and
C. That there is no action or proceeding threatened or pending
which, in any way, might adversely affect (i) the rights of Secured Party under
this Agreement, (ii) Pledgor's ability to perform his obligations hereunder, or
(iii) Pledgor's title to the Pledged Shares.
SECTION 3. Default
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Default under this Agreement shall occur on the happening of any one
or more of the following events (each a "Default"):
A. A material breach by Pledgor of any of the terms or provisions of
this Agreement or the Franchise Agreement other than for the payment of money
which is not cured by the later of July 1, 2000, or 30 days after notice from
Secured Party;
B. The occurrence of a default under any of the Notes or a provision
of the Franchise Agreement requiring the payment of money which is not cured by
the later of July 1, 2000, or within 10 days after notice from Secured Party;
X. Xxxx of any attachment, execution or other process against any of
the Pledged Shares;
D. Pledgor shall (i) apply for or consent to the appointment of a
receiver, trustee or liquidator of himself or of his property, (ii) be unable,
or admit in writing his inability, to pay his debts as they mature, (iii) make a
general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt
or insolvent, or (v) file a voluntary petition in bankruptcy or a petition or
answer seeking reorganization or an arrangement with creditors or to take
advantage of any insolvency law or file an answer admitting the material
allegations of a petition filed against him in any bankruptcy, reorganization or
insolvency proceeding; or
E. Any representation or warranty made by Pledgor herein, or in any
certificate or other document furnished to Secured Party in connection with this
Agreement, shall prove to have been incorrect or shall be breached in any
material respect.
SECTION 4. Remedies
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In consideration of the pledge of the Pledged Shares set forth herein,
Secured Party agrees that it will not exercise any of its default remedies under
the Franchise Agreement or the Notes until on or after July 1, 2000. On the
happening of any Default hereunder, Secured Party shall have all of the rights
of a secured party under the Uniform Commercial Code, including, but not limited
to, the right to sell, assign, encumber or otherwise dispose of the Pledged
Shares; provided, however, that Secured Party shall give Pledgor written notice
of its intention to sell Pledged Shares at least 10 days before any such sale.
The proceeds of any such disposition shall then be applied by Secured Party to
pay any expense it may incur directly or indirectly in connection with the
exercise of its rights hereunder (including, but not limited to, attorneys'
fees, taxes, assessments, charges or liens against the Pledged Shares paid by
Secured Party), and to pay principal of, interest on and any other charges in
connection with the Indebtedness, all in such order and manner as Secured Party
in its discretion may determine. Any balance of the proceeds of the Pledged
Shares remaining after payment in full of all expenses of Secured Party as
aforesaid, and payment in full of all principal of, interest on and any other
charges in connection with the Indebtedness, shall be paid to Pledgor, and the
receipt
by Pledgor of the amounts so paid shall constitute a full and complete discharge
of Secured Party of any further responsibility with respect to the Pledged
Shares or otherwise under this Agreement. Unless there is a Default hereunder,
Secured Party shall have no right to sell, assign, encumber or otherwise dispose
of the Pledged Shares.
SECTION 5. Waiver by Pledgor
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Pledgor hereby waives any right to require Secured Party to proceed
against Antrim or any other person whomsoever, to proceed against or exhaust any
other collateral or any other security held by Secured Party, or to pursue any
other remedy available to Secured Party.
SECTION 6. No Waiver by Secured Party
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Rights, powers, and remedies given to Secured Party by this Agreement
shall be in addition to all rights, powers and remedies given to Secured Party
by virtue of the Uniform Commercial Code or any other law of the State of
Florida. Any forbearance, failure or delay by Secured Party in exercising any
right, power or remedy hereunder shall not be deemed to be a waiver of such
right, power or remedy and shall not preclude the further exercise thereof.
Every right, power and remedy of Secured Party shall continue in full force and
effect until such right, power or remedy is specifically waived by an instrument
in writing executed by Secured Party.
SECTION 7. Notices and Demands
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Secured Party shall be under no duty or obligation whatsoever to make
or give to Pledgor any presentment, demand for performance, notice of
nonperformance, protest, or notice of dishonor in connection with the Notes;
provided, however, that Secured Party shall provide Pledgor with written notice
of any non-monetary breach or default under this Agreement or the Franchise
Agreement.
SECTION 8. Term of Agreement
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This Agreement shall remain in force until the Notes are paid in full,
with interest and other charges as required, and all past due amounts owed under
the Franchise Agreement are paid in full. Upon such full payment of the Notes
and the Franchise Agreement, Secured Party shall immediately redeliver the
Pledged Shares to Pledgor in the form requested by Pledgor.
SECTION 9. General
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A. Any amendment to this Agreement shall be in writing and executed
by all parties.
B. This Agreement shall be governed by and construed in accordance
with the Laws of the State of Florida.
C. This Agreement shall bind and inure to the benefit of the
parties, their legal representatives, successors and assigns.
D. With respect to the Pledged Shares, this Agreement represents the
entire agreement between the parties.
E. In the event of litigation arising hereunder, the prevailing
party shall be entitled to recover from the non-prevailing party its reasonable
attorneys' fees and expenses incurred in connection therewith at all levels
including before the filing of suit.
F. The parties agree to cooperate in good faith, provide such
notices and execute and deliver such documents and take such other action as may
be reasonably required to ensure compliance with all securities laws applicable
to the pledge and/or disposition of the Pledged Shares.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
Secured Party
BUSINESS CARDS TOMORROW INTERNATIONAL, INC.
By:______________________________________
Pledgor
________________________________________
Xxxxxxx X. Xxxxxxxxx
