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Collateral Pledge Agreement

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 This Security Agreement involves

Form, Limited | Global Matrechs, Inc

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Governing Law: New York     Date: 1/6/2005
Industry: Electronic Instr. and Controls     Law Firm: Foley Hoag     Sector: Technology

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This Collateral Pledge Agreement ("Agreement") dated as of December 31,

2004 is made by Global Matrechs, Inc., a Delaware corporation ("Pledgor") in

favor of Mark Allen ("Secured Party").



A. Secured Party has extended credit to True To Form, Limited ("Debtor") as

evidenced by that certain Secured Note dated as of December 31, 2004 (as

amended, restated, modified, or replaced from time to time, the "Note"), in

connection with the merger of in connection with the merger of True to Form,

Limited , a Massachusetts corporation and TTF Acquisition Corp., a wholly owned

subsidiary of Pledgor. To induce Secured Party to extend credit to Debtor,

Pledgor has guaranteed the Note and executes and delivers this Agreement to

Secured Party. All capitalized terms used herein and not otherwise defined shall

have the same meanings assigned to such terms in the Note or the Security

Agreement, as hereinafter defined.

B. This Agreement is given and is intended to provide additional security

for the Obligations as defined in the Security Agreement of even date herewith

among Debtor and Secured Party (the "Security Agreement").


NOW THEREFORE, for other good and sufficient consideration, the receipt of

which is hereby acknowledged, Pledgor, intending to be legally bound hereby,

covenants and agrees as follows:

1. Pledgor, for the purpose of granting a continuing lien and security

interest to secure the Obligations, does hereby assign, pledge, hypothecate,

deliver and set over to Secured Party, its successors and assigns, 100% of its

interest in all of the shares of capital stock of Debtor , as more specified in

Schedule I, whether now owned or hereafter acquired by Pledgor or in which

Pledgor now or hereafter has any rights, options or warrants, together with all

certificates representing such shares and all rights (but none of the

obligations) under or arising out of the applicable organizational documents of

such corporations, together with any additions, exchanges, replacements and

substitutions therefor, dividends and distributions with respect thereto, and

the proceeds thereof (collectively, the "Pledged Collateral").

2. The pledge and security interest described herein shall continue in

effect to secure all Obligations from time to time incurred or arising unless

and until all Obligations have been indefeasibly paid and satisfied in full.

3. Pledgor, severally hereby represents and warrants that:

(a) Except as pledged herein, Pledgor has not sold, assigned,

transferred, pledged or granted any option or security interest in or otherwise

hypothecated the Pledged Collateral in any manner whatsoever and the Pledged

Collateral is pledged herewith free and clear of any and all liens, security

interests, encumbrances, claims, pledges, restrictions, legends, and options,

except for Permitted Liens, as defined in the Security Agreement.


(b) Pledgor has the full power and authority to execute, deliver, and

perform under this Agreement and to pledge the Pledged Collateral hereunder.

(c) This Agreement constitutes the valid and binding obligation of

Pledgor, enforceable in accordance with its terms, and the pledge of the Pledged

Collateral referred to herein is not in violation of and shall not create any

default under any agreement, undertaking or obligation of Pledgor.

(d) Pledgor is pledging hereunder all of the Pledgor's interest and

ownership in Debtor.

(e) Contemporaneously with the execution hereof, Pledgor is delivering

to Secured Party all certificates representing or evidencing the Pledged

Collateral, accompanied by duly executed instruments of transfer or assignments

in blank, to be held by Secured Party in accordance with the terms hereof.

(f) The Secured Party is authorized to file such UCC financing

statements as it may deem necessary to perfect the pledge anticipated hereby.

4. If an Event of Default (as defined in the Note) occurs, then Secured

Party may, at its sole option, exercise from time to time with respect to the

Pledged Collateral any and/or all rights and remedies available to it hereunder,

under the Uniform Commercial Code as adopted in the State of Delaware ("UCC"),

or otherwise available to it, at law or in equity, including, without

limitation, the right to dispose of the Pledged Collateral at public or private

sale(s) or other proceedings, and Pledgor agrees that, if permitted by law,

Secured Party or its nominee may become the purchaser at any such sale(s).

5. (a) In addition to all other rights granted to Secured Party herein or

otherwise available at law or in equity, Secured Party shall have the following

rights, each of which may be exercised at Secured Party's sole discretion (but

without any obligation to do so), at any time following the occurrence of an

Event of Default under the Note, without further consent of Pledgor: (i)

transfer the whole or any part of the Pledged Collateral into the name of itself

or its nominee for the purpose of selling the same, or to conduct a sale of the

Pledged Collateral pursuant to the UCC or pursuant to any other applicable law;

(ii) vote the Pledged Collateral; (iii) notify the persons obligated on any of

the Pledged Collateral to make payment to Secured Party of any amounts due or to

become due thereon; and (iv) release, surrender or exchange any of the Pledged

Collateral at any time, or to compromise any dispute with respect to the same.

Secured Party may proceed against the Pledged Collateral, or any other

collateral securing the Obligations, in any order, and against Pledgor and any

other obligor, jointly and/or severally, in any order to satisfy the

Obligations. Each Pledgor waives and releases any right to require Secured Party

to first collect any of the Obligations secured hereby from any other collateral

of Pledgor, any other Pledgor or any other party securing the Obligations under

any theory of marshalling of assets, or otherwise. All rights and remedies of

Secured Party are cumulative, not alternative.

(b) Pledgor hereby irrevocably appoints Secured Party its

attorney-in-fact, subject to the terms hereof, following the occurrence of an

Event of Default under the Note, at Secured Party's option, (i) to effectuate

the transfer of the Pledged Collateral on the books of the issuer thereof to the

name of Secured Party or to the name of Secured Party's nominee, designee or



assignee; (ii) to endorse and collect checks payable to such Pledgor

representing distributions or other payments on the Pledged Collateral; and

(iii) to carry out the terms and provisions hereof.

6. The proceeds of any Pledged Collateral received by Secured Party at any

time, whether from the sale of Pledged Collateral or otherwise, may be applied

to or on account of the Obligations and in such order as Secured Party may

elect. In addition, Secured Party may,

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