Exhibit 10.2
STOCK PLEDGE
AGREEMENT
This STOCK PLEDGE AGREEMENT dated as
of March 7, 2005 (this “Pledge Agreement”), is made and
entered into by Microvision, Inc., a Delaware corporation
(“Pledgor”), in favor of Paulson Capital Corporation,
an Oregon corporation (“Secured Party”).
RECITALS
A. Secured Party has agreed to loan
$1,000,000 to Pledgor (the “Loan”). In consideration
for the Loan, Pledgor has agreed to issue to Secured Party a
Non-Recourse Secured Promissory Note, substantially in the form of
Exhibit A , in the amount of $1,000,000 (the
“Note”) evidencing Pledgor’s obligation to repay
the Loan.
B. To secure payment of the Note,
Pledgor has agreed to pledge 405,000 shares of Common Stock of
Lumera Corporation, a Delaware corporation, (“Lumera”),
to Secured Party (the “Shares”).
C. In connection Pledgor’s
pledge of the Shares, Pledgor has agreed to cause Lumera to file a
registration statement with the Securities and Exchange Commission
covering the Shares.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, Pledgor agree
as follows:
1. Pledge . As security for
the prompt and complete payment of the principal of and interest on
the Note, Pledgor hereby delivers, pledges and assigns to Secured
Party and creates in Secured Party a security interest in the
Shares (the Shares sometimes referred to herein as the
“Pledged Securities”). Pledgor agrees that in the event
Pledgor shall become entitled to any redemption proceeds or
distribution of stock or other securities in respect of the Pledged
Securities, such redemption proceeds or distribution of stock or
other securities will be additional security under this Pledge
Agreement.
2. Delivery of Stock . To
protect the security interests created under Section 1 above,
Secured Party shall retain the certificates representing the
Pledged Securities. Pledgor will deliver to Secured Party executed
blank stock powers in the forms attached as Exhibit B for
use in the event the Pledged Securities are sold or transferred in
accordance with the provisions of this Pledge Agreement.
3. Release of Collateral .
Secured Party shall release its security interest upon payment in
full of the principal of and interest on the Note, this Pledge
Agreement shall terminate, and Pledgor shall be entitled to the
return of the Pledged Securities that have not been sold or
otherwise applied pursuant to the provisions of this Pledge
Agreement.
4. Administration of Security
. The following provisions shall govern the administration of the
Pledged Securities:
(a) So long as the Note is not in
default, Pledgor shall be entitled to act with respect to the
Pledged Securities in any manner not inconsistent with this Pledge
Agreement or the Note, including, without limitation, to exercise
all voting rights.
(b) At any time any amount is due
and unpaid under the Note, if Pledgor shall have received or shall
have become entitled to receive, any cash payments or other
distributions in respect of the Pledged Securities, then, and in
each case, Pledgor shall deliver to Secured Party such amount in
partial payment of the principal of and interest due on the Note,
with such amounts to be applied to accrued interest or principal
payable under the Note, as applicable.
(c) Pledgor shall immediately upon
request by Secured Party and in confirmation of the security
interests hereby created, execute and deliver to Secured Party such
further instruments, deeds, transfers, assurances and agreements,
in form and substance as Secured Party shall request, including any
financing statement and amendments thereto, or any other documents,
as required under Oregon law and any other applicable law to
protect the security interests created hereunder.
5. Remedies in Case of an Event
of Default .
(a) In case an Event of Default (as
defined in the Note) shall have occurred and be continuing, Secured
Party shall have all of the remedies of a secured party under the
Oregon Uniform Commercial Code and, without limiting the foregoing,
shall have the right to sell, assign and deliver the whole or, from
time to time, any part of the Pledged Securities, or any interest
in any part thereof, at any private sale or at public auction, with
or without demand of performance or other demand, advertisement or
notice of the time or place of sale or adjournment thereof or
otherwise (except Secured Party shall give ten (10) days’
notice to Pledgor of the time and place of any sale pursuant to
this Section 5), for cash, on credit or for other property, for
immediate or future delivery, and for such price or prices and on
such terms as Secured Party shall, in their discretion,
determi
