PLEDGE AND SECURITY
AGREEMENT
PLEDGE AND SECURITY AGREEMENT
(this “ Agreement
”), This Pledge and Security Agreement (this "Agreement") is
made effective as of October 2, 2009 ("Effective Date"), by and
between James MacKay, an individual ("Pledgor"), and ValiRx Plc, a
New York corporation ("ValiRx").
W I T
N E S
S E T
H :
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On December 11,
2008, ValiRx and Biofield Corp., a Delaware corporation (the
“Corporation”) entered into a Sale of Shares Agreement
(the “Agreement”) for the sale and purchase of 623
shares (the “Shares”) of Valibio SA
(“Valibio”);
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Certain
payments were to be made by the Corporation prior to the Completion
Date (as defined in the Agreement) in connection with the purchase
of the Shares which, to date, have not been made;
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On May 13,
2009, ValiRx Plc and the Corporation entered into a letter
agreement amending the Agreement (the “Amendment”)
whereby Biofield agreed to make payments towards the 660,000 Euro
purchase price (the “Purchase Price”) prior to certain
dates which, to date, have not been made;
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The Parties
have further amended the Agreement pursuant to Amendment No. 2 to
the Sale of Shares Agreement dated September 21, 2009
(“Amendment No. 2”) by and between the Corporation,
ValiRx and Pledgor; and
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Pursuant to
Amendment No. 2, the Pledgor has agreed to pledge the Preferred
Shares (as defined in Amendment No. 2) as security for the payment
of the Purchase Price by the Company, and hereby grants a security
interest in the Pledged Securities, as hereinafter defined, to
secure payment of the Purchase Price;
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NOW, THEREFORE, in consideration of the premises, covenants and
promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Pledge and
Security Interest . Pledgor hereby unconditionally
and irrevocably pledges, grants and hypothecates to the Pledgee,
and grants to Pledgee a continuing security interest in, all of its
respective rights, titles and interests of whatsoever kind and
nature in (the “ Security Interest ”), and to
secure the complete and timely payment, performance and discharge
in full, as the case may be, of the payment of the Purchase Price,
the following (collectively, the “ Pledged Collateral
”):
(a) the
shares of Preferred Stock owned by Pledgor and set forth on
Schedule A attached hereto (the “ Pledged
Shares”) .
SECTION 2. Security
for Obligations . This Agreement secures the payment
and performance of the following obligations (collectively, the
“ Obligations ”): the payment of the Purchase
Price.
SECTION 3. Delivery of
Pledged Collateral . Within 3 business days of the
date hereof, all certificates representing or evidencing the
Pledged Shares, in suitable form for transfer by delivery, or
accompanied by instruments of transfer or assignment duly executed
in blank, shall be delivered to the Pledgee.
SECTION 4. Representations
and Warranties . Pledgor represents and warrants as
follows:
(a) Pledgor
is the legal, record and beneficial owner of the Pledged Collateral
owned by Pledgor, free and clear of any lien, security interest,
restriction, option or other charge or encumbrance (collectively, "
Liens ").
(b) Any
instruments of transfer or assignment relating to certificates
representing or evidencing the Pledged Securities, executed in
blank and delivered by Pledgor to Pledgee herewith, have been duly
executed by Pledgor and vest in Pledgee the authority that they
purport to confer.
(c) The
pledge of the Pledged Collateral and the grant of the Security
Interest pursuant to this Agreement creates a valid security
interest in the Pledged Collateral, securing payment and
performance of the Obligations.
(d) There
are no conditions precedent to the effectiveness of this Agreement
that have not been satisfied or waived.
(e) No
effective financing statement or other document similar in effect
covering all or any part of the Collateral is on file in any
recording office, and Pledgor has not authorized the filing of any
such financing statement or other document.
(f) All
information heretofore, herein or hereafter supplied to the Pledgee
by or on behalf of Pledgor with respect to the Pledged Collateral
is accurate and complete in all material respects as of the date
furnished.
SECTION 5. Further
Assurances . Pledgor agrees that at any time and
from time to time, at the expense of Pledgor, the Pledgor shall
promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or
that the Pledgee may reasonably request, in order to enable the
Pledgee to exercise and enforce its rights and remedies hereunder
with respect to any Pledged Collateral. The Company
agrees that at any time and from time to time, at the expense of
the Company, the Company shall promptly execute and deliver all
further instruments and documents, and take all further action,
that may be necessary or
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