GLOBAL PLEDGE AGREEMENT
GLOBAL PLEDGE AGREEMENT (the
“
Agreement ”)
dated as of June 30, 2008, by MobilePro Corp., a Delaware
corporation, (the “
Company ”)
and each subsidiary, direct and indirect, of the Company listed
on
Schedule I attached
hereto (the “
Subsidiary Pledgors ,”
collectively with the Company, the “
Pledgors ”)
in favor of YA Global Investments, L.P. (f/k/a Cornell Capital
Partners, L.P., the “
Pledgee ”).
RECITALS :
A.
Reference
is made to (a) the Global Security Agreement, dated as of the
date hereof, between the Pledgors, as grantors, and the
Pledgee, as secured party (as may be amended and supplemented
from time to time, the “
Security Agreement ”);
and (b) the Global Guaranty Agreement, dated as of the date hereof,
among the Pledgors, as guarantors, and the Pledgee, as secured
party (the “
Guaranty ”).
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Security
Agreement.
B.
The
Security Agreement and the Guaranty contemplate the execution,
delivery and implementation of this Agreement.
C.
The
Pledgee has extended financial accommodations to certain
Pledgors, pursuant to the Secured Convertible Debentures or
otherwise, and the Pledgors will directly benefit from the
extension of such financial accommodation as part of the
affiliated business operations of the Pledgors. Each Pledgor
acknowledges that without this Agreement, the Pledgee would
not be willing to enter into the transaction documents related
to such financial accommodations.
D.
Each
Pledgor has determined that the execution, delivery and
performance of this Agreement directly benefits, and is in the
best interest of, such Pledgor.
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:
TERMS AND CONDITIONS
1.
Pledge and Security Interest .
(a)
As
collateral security for the prompt payment and performance in
full of the Obligations (as defined below), each Pledgor
hereby delivers, pledges and grants to the Pledgee, its
successors and assigns, an irrevocable, first priority
security interest in (i) all the securities or ownership
interests or rights to purchase set forth on
Schedule II attached
hereto, and (ii) all securities or ownership interests obtained in
the future by a Pledgor (collectively, the “
Pledged Securities ”),
including, without limitation (a) all of the Pledgors’
interests in respect of the Pledged Securities and Pledgors’
interests in all profits and distributions to which the Pledgors
shall at any time be entitled in respect of such Pledged Securities
and (b) to the extent not otherwise included, all proceeds,
dividends, warrants, options, rights, instruments, and other
property from time to time received or otherwise distributable in
respect of or in exchange of any or all of the foregoing
(collectively, the “
Pledged Collateral ”).
(b)
The
term “
Obligations ”
shall mean and include any and all debts, liabilities, obligations,
covenants and duties owing by any Pledgor to the Pledgee, now
existing or hereafter arising of every nature, type, and
description, whether liquidated, unliquidated, primary, secondary,
secured, unsecured, direct, indirect, absolute, or contingent, and
whether or not evidenced by a note, guaranty or other instrument,
and any amendments, extensions, renewals or increases thereof,
including, without limitation, all those under (i) the Transaction
Documents; (ii) any agreement or document related to the
Transaction Documents; or (iii) any other or related documents, and
including any interest accruing thereon after insolvency,
reorganization or like proceeding relating to the Pledgors, whether
or not a claim for post-petition interest is allowed in such
proceeding, and all costs and expenses of the Pledgee incurred in
the enforcement, collection or otherwise in connection with any of
the foregoing, including, but not limited to, reasonable
attorneys’ fees and expenses and all obligations of the
Pledgors to the Pledgee to perform acts or refrain from taking any
action.
2.
Delivery of Pledged Securities .
(a)
Simultaneously
with the execution of this Agreement, each Pledgor shall
deliver to the Escrow Agent, and the Escrow Agent shall hold
in escrow pursuant to the terms of this Agreement, stock
certificates or other certificated securities made out in
favor of such Pledgor representing the Pledged Securities
together with three (3) stock powers duly executed in blank
and with medallion bank guarantees and any other instruments
and documents as the Pledgee may reasonably request the
(“
Transfer Documents ”).
(b)
After
the execution of this Agreement, promptly upon any Pledgor
acquiring any Pledged Securities, and any original
certificates or other instruments or documents representing
such Pledged Securities, such Pledgor shall deliver or cause
to be delivered to the Escrow Agent the Pledged Securities and
related Transfer Documents.
(c)
Each
delivery of Pledged Securities shall be accompanied by a
schedule describing the Pledged Securities theretofore and
then being pledged hereunder, which schedule shall be attached
hereto as
Schedule II and
made a part hereof. Each schedule so delivered shall supplement any
prior schedules so delivered.
(d)
If
a Pledgor receives, or become entitled to receive any other
property (whether by reclassification, readjustment, or other
change in the capital structure of such Pledgor, or in any
other manner), such additional interest or other property
shall constitute Pledged Collateral, and such additional
interest or other property shall be recorded in the name of
the Pledgee and delivered directly to the Pledgee to be held
as Pledged Collateral. If, notwithstanding the foregoing, a
Pledgor receives any distribution or other property which
should have been paid or delivered directly to the Pledgee or
which was paid to such Pledgor in violation of this Section 2,
such Pledgor shall receive the distribution or property in
trust for the benefit of the Pledgee, shall segregate such
distribution or property form the other property or funds of
such Pledgor, and deliver it immediately to the Pledgee in the
form received (with any necessary endorsement).
(e)
Such
stock certificates, other property and Transfer Documents
shall be held by the Pledgee until the satisfaction in full of
all the Obligations.
3.
Voting Rights Relating to Pledged Securities
.
During the term of this Agreement, so long as no Event of Default
shall have occurred, the Pledgor shall have the right to vote the
Pledged Securities, to the extent such right exists, on all
questions for all purposes not inconsistent with the terms of this
Agreement. Upon the occurrence of an Event of Default, the Pledgee
shall thereafter have, at its discretion, the option to exercise
all voting and/or other consensual rights and powers pertaining to
the Pledged Securities, subject to the Ownership Limitation set
forth below.
4.
Dividends and Other Income
. All
cash and non-cash distributions and dividends related to the
Pledged Securities shall be delivered to the Pledgee. Upon the
occurrence of an Event of Default, the Pledgee shall be entitled to
receive dividends and other distributions (cash or non-cash)
related to the Pledged Securities.
5.
Release of Pledged Securities from Pledge
.
Upon the satisfaction in full of all the Obligations, the Pledgee,
at the sole cost and expense of the Pledgor, shall return to each
Pledgor the Transfer Documents and the certificates representing
the Pledged Securities (collectively the “
Pledged Materials”) ,
whereupon any and all rights of the Pledgee in the Pledged
Materials shall be terminated.
6.
Event of Default .
An “
Event of Default ”
shall be deemed to have occurred under this Agreement upon (i)
failure of any Pledgor to promptly deliver any Transfer Documents
or any Pledged Securities hereunder; or (ii) an Event of Default
occurs under the Security Agreement, the Guaranty or any other
document executed in connection therewith.
7.
Remedies .
(a)
Whenever
an Event of Default occurs, the Pledgee shall have, and may
exercise with respect to the Pledged Collateral, in such order
and manner as it determines, all rights and remedies of a
secured party under the Uniform Commercial Code as in effect
in the State of New Jersey (the “
UCC ”)
and under any other applicable law, as the same may from time to
time be in effect, as well as those rights granted herein, under
the Security Agreement and any other agreement now or hereafter in
effect between the Pledgee and the Pledgors. Without limiting the
generality of the foregoing, whenever an Event of Default exists,
the Pledgee may sell or otherwise dispose of all or part of the
Pledged Collateral upon prior notice to the Pledgors, by public or
private sale, in one or more transactions, and in such order as the
Pledgee determines. Proceeds realized from such sales and
dispositions shall be applied first to the Pledgee’s costs
and expenses in connection therewith and then to the Obligations in
such order as the Pledgee determines.
(b)
Pledgors
recognize that the Pledgee may be unable to effect a public
sale of all or a part of the Pledged Collateral by reason of
certain provisions contained in the Securities Act of 1933, as
amended (the “
Securities Act ”)
and the securities laws of various states, and may be compelled to
resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to
acquire the Pledged Collateral for their own account, for
investment and without a view to the distribution or resale
thereof. The Pledgors understand that private sales so made may be
at prices and other terms less favorable than if the Pledged
Collateral were sold at public sales, and agree that the Pledgee
has no obligation to delay the sale of the Pledged Collateral for
the period of time necessary to permit the Pledgee to register the
Pledged Collateral for sale under the Securities Act or such state
laws. Pledgors agree that private sales under the foregoing
circumstances shall be deemed to have been made in a commercially
reasonable manner.
(c)
At
any public (or, to the extent permitted by applicable law,
private) sale made pursuant to this Section 7, the Pledgee may
bid for or purchase, free from any right of redemption, stay
or appraisal on the part of any Pledgor (all said rights being
also hereby waived and released), the Pledged Collateral or
any part thereof offered for sale and may make payment on
account thereof by using any claim then due and payable to it
from such Pledgor as a credit against the purchase price, and
it may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to
such Pledgor therefor. As an alternative to exercising the
power of sale herein conferred upon it, the Pledgee may
proceed by a suit or suits at law or in equity to foreclose
upon the Pledged Collateral and to sell the Pledged Collateral
or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a
proceeding by a court-appointed receiver. Any sale pursuant to
the provisions of this Section 7 shall be deemed to conform to
the commercially reasonable standards as provided in Section
9-627 of the UCC.
(d)
To
the extent that the net proceeds received by the Pledgee are
insufficient to satisfy the Obligations in full, the Pledgee
shall be entitled to a deficiency judgment against each
Pledgor for such amount. The Pledgee shall have the absolute
right to sell or dispose of the Pledged Securities in any
manner it sees fit and shall have no liability to any Pledgor
or any other party for selling or disposing of such Pledged
Securities even if other methods of sales or dispositions
would or allegedly would result in greater proceeds than the
method actually used. Each Pledgor shall remain liable for
shortfalls, if any, that may exist after the Pledgee has
exhausted all remedies hereunder.
(e)
Each
right, power and remedy of the Pledgee provided for in this
Agreement or any other Transaction Documents shall be
cumulative and concurrent and shall be in addition to every
other such right, power or remedy. The exercise or beginning
of the exercise
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