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Exhibit 10.3
EXHIBIT B
ACQUISITION PLEDGE AND ESCROW AGREEMENT
THIS ACQUISITION PLEDGE AND ESCROW AGREEMENT
(this “ Escrow Agreement ” ) is
made and entered into effective as of April 30, 2008 (the
“ Effective Date ” ), by and among
ARIEL WAY, INC. , a Florida corporation (the “
Pledgor ” ), Melody Mayer, Heath Hill and
Charles Warren (individually, a “ Pledgee
,” and collectively, the “
Pledgees ”) and Leggett & Clemons, PLLC,
as escrow agent (the “ Escrow Agent
” ). This Agreement is entered into pursuant to
the terms of Acquisition Promissory Notes issued to the Pledgees
pursuant to the terms of the Agreement and Plan of Merger by and
among the Pledgor, Lime Truck Acquisition Corporation, a Delaware
corporation (the “ Buyer Sub ”) ,
Lime Media, LLC, a Texas limited liability company, the Pledgors,
and Lime Truck, Inc. 1 , a Texas corporation, dated of
even date herewith (the “ Merger Agreement
” ). Defined terms used herein shall have the
same meaning as set forth in the Merger Agreement, unless otherwise
indicated.
RECITALS :
WHEREAS, on even date herewith, pursuant
to Section 1.7(b) of the Merger Agreement, the Pledgor issued to
each of the Pledgees an Acquisition Promissory Note, and the
aggregate principal amount of all of such Acquisition Promissory
Notes is Seven Hundred Ninety Two Thousand Five Hundred U.S.
Dollars and 00/100 ($792,500.00) (individually, a “
Note ,” and collectively, the “
Notes ” ), a copy of the form of which is
attached as Exhibit D to the Merger Agreement;
and
WHEREAS, pursuant to the terms of the
Notes, the Pledgor is obligated to make certain payments to the
Pledgees, as more particularly set forth in the Notes; and
WHEREAS, in order to secure the
Pledgor’s obligations under the Notes, the Pledgor has
agreed to pledge to the Pledgees One Hundred (100) shares (the
“ Shares ” ) of common stock of
the Buyer Sub, which Shares representing all authorized, issued
and outstanding shares of common stock of Buyer Sub; and
WHEREAS, pursuant to Section 1.12 of the
Merger Agreement, the Pledgees have the right to exercise a
Repurchase Option upon the occurrence of certain events.
NOW, THEREFORE, in consideration of the
mutual covenants, agreements, warranties, and representations
herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1 To be amended to reflect the name change to
Lime Media Group, Inc. or such variation as approved by the Texas
Secretary of State.
TERMS AND CONDITIONS
1.
Pledge and Transfer of Pledge Shares .
1.1.
The Pledgor hereby grants to the Pledgees a full
security interest (including the contractual right to repurchase
the Shares as stated herein) in the Shares beneficially owned by
the Pledgor as security for the Pledgor’s obligations
under the Notes. Simultaneously with the execution of this
Escrow Agreement and the closing of the transactions
contemplated under the Merger Agreement, Pledgor shall deliver
to the Escrow Agent stock certificates representing the Shares,
together with duly executed stock powers or other appropriate
transfer documents executed in blank by Pledgor (the
“ Transfer Documents ” ), and
such stock certificates and Transfer Documents shall be held by
the Escrow Agent until the full payment of all amounts due to
the Pledgees under the Notes or the closing of the repurchase of
the Shares by the Pledgees pursuant to Section 1.12 of the
Merger Agreement.
1.2.
The Pledgor hereby grants the Pledgees a further
security interest in any stock rights, rights to subscribe,
stock dividends, new securities, or other property (excluding
cash dividends) to which the Pledgor is or may hereafter become
entitled to receive on account of the Shares originally pledged
hereunder. In the event the Pledgor receives additional
property of such nature (the “ Additional Pledged
Property ” ), the Pledgor shall immediately
deliver such Additional Pledged Property to the Escrow Agent to
be held by the Escrow Agent in the same manner and on the same
terms as the Shares originally pledged hereunder.
2.
Title to Pledged Shares .
From the Effective Date, subject only to the security interest
of Pledgees created hereunder, the Pledgor shall be the legal
and record owner of the Shares, and shall be entitled to vote
the Shares, to receive dividends and other distributions
thereon, and to enjoy all other rights and privileges incident
to the ownership of the Shares, subject to the restrictions
herein. Upon the occurrence of an Event of Default as
defined below, the Pledgees shall be entitled to vote the
Shares, to receive dividends and other distributions thereon,
and to enjoy all other rights and privileges incident to the
ownership of the Shares and to repurchase the Shares pursuant to
Section 1.12 of the Merger Agreement.
3.
Release of Shares from Pledge .
Upon the consummation of the Second Closing and the
full payment and settlement of all the amounts due to the
Pledgees under the Notes, the parties hereto shall notify the
Escrow Agent to such effect in writing. Upon receipt of
such written notice, the Escrow Agent shall return to the
Pledgor the Transfer Documents, the certificates representing
the Shares, and any Additional Pledged Property (collectively,
the “ Pledged Materials ” ),
whereupon any and all rights of Pledgees in the Pledged
Materials shall immediately terminate. (Notwithstanding anything
to the contrary contained herein, upon full payment of all
amounts due to the Pledgees under the Notes, this Escrow
Agreement and Pledgees’ security interests and rights in
and to the Shares, shall terminate.)
4.
Event of Default . An
“ Event of Default ” shall be
deemed to have occurred under this Escrow Agreement upon an
Event of Default under the Notes.
5.
Remedies . Upon the
occurrence of an Event of Default, the Pledgees shall provide
written notice of such default (the “ Default
Notice ” ) to the Escrow Agent, with a copy to
the Pledgor. As soon as practicable after receipt of the Default
Notice, the Escrow Agent shall deliver to the Pledgees the
Pledged Materials held by the Escrow Agent hereunder, whereupon
the Pledgees may exercise all rights and remedies of secured
parties with respect to such property as may be available in the
State of Texas.
2
6.
Exercise of Repurchase Option .
In addition to their rights and remedies under Section 5,
in the event of the
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