STOCK PLEDGE AGREEMENT
This
Stock Pledge Agreement (this “
Agreement ”)
is made as of the _____ day of November, 2007 by and between
BPI/PPA Inc., a Delaware corporation with its principal place of
business at 1013 Centre Road, Wilmington DE 10805 (the
“
Pledgor ”),
and RBS Citizens, National Association,
having
a lending office at 28 State Street, Boston, MA 02109 (the
“
Pledgee ”).
Pledgor has executed and delivered a certain Guaranty of even date
herewith to Pledgee (the “
Guaranty ”),
guaranteeing the payment and performance of all of the obligations
of National Investment Managers Inc., a Florida corporation having
an address of 545 Metro Place South, Suite 100, Dublin, OH 43017
(the “
Borrower ”)
to Pledgee under (a) a certain Term Promissory Note of even date
herewith from the Borrower to the Pledgee in the maximum principal
amount of up to $13,000,000.00 (the “
Promissory Note ”),
(b) a certain Revolving Line of Credit Note of even date herewith
from the Borrower to the Pledgee in the maximum principal amount of
$2,000,000.00 (the “
RLOC Note ”,
and together with the Promissory Note, the “
Notes ”),
and (c) that certain Revolving Line of Credit and Term Loan
Agreement (the “
Loan Agreement ”)
of even date herewith by and between the Borrower and Pledgee
(collectively, with the Guaranty, the Notes, this Agreement, and
all other documents executed in connection with the above, the
“
Loan Documents ”).
1.
Pledge of Stock .
The Pledgor hereby represents and warrants that the Pledgor will
own on the date hereof, free and clear of any and all claims, liens
or encumbrances, except (a) restrictions on transfer arising under
applicable law, (b) the security interest created by this Agreement
and (c) as
otherwise set forth in the Loan Agreement ,
all of the issued and outstanding shares of the Pledgor, as more
particularly described on
Schedule I attached
hereto (collectively, the “
Collateral ”),
and hereby agrees to pledge, assign, and deliver the same on the
date hereof to the Pledgee, for benefit of the Pledgee, to be held
by the Pledgee subject to the terms and conditions hereinafter set
forth, together with stock powers, if necessary, appropriately
executed in blank. The term “Collateral” as used herein
includes the securities described above and any additional shares
of stock, mutual funds or other securities at any time pledged by
Pledgor with the Pledgee hereunder. Upon request by Pledgee,
Pledgor shall provide Pledgee with statements as to the then
current value of the Collateral.
Any
sums or property paid upon or with respect to any of the
Collateral upon the liquidation or dissolution of any issuer
thereof shall be paid over to the Pledgee to be held by it as
security for the Obligations (as defined in Section 3 below);
in case any distribution of capital shall be made on or in
respect of any of the Collateral or any property shall be
distributed upon or with respect to any of the Collateral
pursuant to the recapitalization or reclassification of the
capital of the issuer thereof or pursuant to the
reorganization thereof, the property so distributed shall be
delivered to the Pledgee to be held by it as security for the
Obligations. All sums of money and property paid or
distributed in respect of the Collateral which are received by
the Pledgor shall, until paid or delivered to the Pledgee, be
held by the Pledgor in trust for the Pledgee as security for
the Obligations.
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2.
Warranty of Title .
The Pledgor warrants that on the date hereof the Pledgor will have
good and marketable title to the Collateral described in Section l
hereof, subject to no pledges, liens, security interests, charges,
options, restrictions or other encumbrances except the security
interest created by this Agreement and restrictions on transfer
arising under applicable law, and that such Pledgor has power,
authority and legal right to pledge the Collateral pursuant to this
Agreement. The Pledgor covenants to defend the Pledgee’s
rights and security interest in the Collateral against the claims
and demands of all Persons whomsoever; and the Pledgor covenants to
have the like title to and right to pledge any other property at
any time hereafter pledged to the Pledgee hereunder and to likewise
defend the Pledgee’s rights and security interest therein.
The property at any time pledged with the Pledgee hereunder
(whether described herein or not) and all income therefrom and
proceeds thereof, shall be included in the definition of
“Collateral” for purposes of this
Agreement.
3.
Security for Obligations .
This Agreement and the pledge of the Collateral is made with the
Pledgee to secure the payment in full and performance of any and
all obligations, indebtedness and liabilities of the Pledgor to
Pledgee, now existing or hereafter arising, direct or indirect,
absolute or contingent, due or to become due, matured or unmatured,
liquidated or unliquidated, arising by contract, operation of law
or otherwise including, but not limited to, those arising under or
in connection with the Guaranty (collectively, the “
Obligations ”).
In connection with the grant of the security interest made hereby,
Pledgor hereby authorizes Pledgee to file or cause to be filed one
or more financing statements, amendments to financing statements
and/or “in lieu” financing statements with any filing
office for the purpose of perfecting or continuing the perfection
of the security interest in the Collateral.
4.
Dividends, Voting, etc., While No Event of Default
.
So long as no Event of Default has occurred under any of the Loan
Documents and is continuing (or if continuing, has been effectively
waived by the Pledgee in writing), the Pledgor, as to the
Collateral, shall be entitled to receive all cash dividends paid in
respect of the Collateral (subject to the terms, conditions and
limitations of the Loan Documents), to vote the Collateral (to the
extent otherwise entitled thereto) and to give consents, waivers
and ratifications in respect of the Collateral, provided, however,
that no vote shall be cast or consent, waiver or ratification given
or action taken which would be inconsistent with or violate any
provision of this Agreement. All such rights of the Pledgor to vote
and give consents, waivers and ratifications with respect to the
Collateral shall, at Pledgee’s option, as evidenced by
Pledgee’s notifying Pledgor of such election, cease in case
an Event of Default shall have occurred and be continuing under the
Loan Documents.
5.
Remedies Following Event of Default .
If an Event of Default shall have occurred and be continuing, the
Pledgee shall thereafter have the following rights and remedies in
addition to the rights and remedies of a secured party under the
Uniform Commercial Code of the Commonwealth of Massachusetts, all
such rights and remedies being cumulative, not exclusive, and
enforceable alternatively, successively or concurrently, at such
time or times as the Pledgee deems expedient:
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(a)
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if
the Pledgee so elects and gives notice of such election to the
Pledgor, the Pledgee may vote any or all shares of the Collateral
(whether or not the same shall have been transferred into its name
or the name of its nominee or nominees) and give all consents,
waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it was the outright
owner thereof (the Pledgor hereby irrevocably constituting and
appointing the Pledgee the proxy and attorney-in-fact of the
Pledgor with full power of substitution, to do so);
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(b)
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the
Pledgee may demand, sue for, collect or make any compromise or
settlement
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