STOCK PLEDGE
AGREEMENT
STOCK PLEDGE AGREEMENT, dated April 10, 2008, by and between POSITRON
CORPORATION, a publicly-owned Texas corporation (the
“Pledgor”) and IMAGIN MOLECULAR CORPORATION, a
publicly-owned Delaware corporation (the “Secured
Party”).
W I T N E
S S E T H
WHEREAS, simultaneously with the execution of this
Agreement, Pledgor and Secured Party have entered into a Promissory
Note in the principal amount of $1,346,000 to formalize previous
advances made by the Secured Party to the Pledgor (the
“Note”);
WHEREAS, to induce the Secured Party to make the Note to
Pledgor, Pledgor has agreed to pledge, the in favor of Secured
Party, the security set forth herein, pursuant to the terms and
conditions of this Agreement; and
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the Pledgor hereby agrees as follows:
1.
Defined Terms . As used herein, the following
terms shall have the following meanings:
“ Agreement ”
shall mean this Stock Pledge Agreement, as the same may from time
to time be amended or supplemented.
“ Pledged
Securities” shall mean the 100,000,000 shares of the
Pledgor’s common stock, par value $0.01 per share, together
with the certificates therefor, and any additional shares,
certificates or other property received pursuant to Section 3 of
this Agreement.
“ Security Interest
” shall have the meaning provided in Section 2(a) of this
Agreement.
“ UCC ” shall
have the meaning provided in Section 5(c) of this
Agreement.
2.
Pledge .
(a) As
security for the full payment and performance of the obligations
under the Note, the Pledgor does hereby pledge, assign,
hypothecate, mortgage, transfer and deliver to the Secured Party
all of their rights and interest in and to the Pledged Securities
(together with appropriate undated, medallion guaranteed stock
powers duly executed in blank) and hereby grants to the Secured
Party, as collateral security for the payment and performance when
due of all the obligations under the Note, a continuing first
priority security interest in the Pledged Securities, together with
all additions thereto, substitutions and replacements thereof (the
“Security Interest”).
(b) The
Pledgor herewith deposits with the Secured Party, and the Secured
Party acknowledges receipt of, certificates representing the
Pledged Securities. The Secured Party hereby accepts
delivery of the Pledged Securities and shall hold the Pledged
Securities pursuant to this Agreement. The certificates
representing the Pledged Securities shall be accompanied by undated
stock powers endorsed in blank for transfer.
3.
Stock Dividends, Distributions, etc . Subject to
Section 5 of this Agreement, if, while this Agreement is in effect,
the Pledgor shall become entitled to receive any shares of stock
(including, without limitation, a distribution in connection with
any reclassification, increase or reduction of capital or in
connection with any reorganization), or any option or right to
acquire shares of stock, in substitution of, or in exchange for,
any shares of Pledged Securities, or shall receive any stock
dividend with respect to any shares of Pledged Securities, the
Pledgor agrees to pledge the same as additional collateral security
for the obligations under the Note, such shares shall become part
of the Pledged Securities, the Pledgor shall deposit with the
Secured Party the certificates representing such shares (together
with appropriate undated stock powers duly executed in blank), and
the Secured Party shall hold such additional shares of Pledged
Securities pursuant to this Agreement. Any sums paid
upon or in respect of the Pledged Securities upon the
recapitalization, reorganization, liquidation or dissolution of the
issuer thereof shall be paid over to the Secured Party, as
additional collateral security for the payment of the obligations
under the Note.
4.
Representations and Warranties . The Pledgor
hereby represents and warrants that:
(a) Except
for the security interest granted to the Secured Party pursuant to
this Agreement, the Pledgor is the sole owner of the Pledged
Securities, having good and valid title thereto, free and clear of
any and all liens, claims, encumbrances, security interests,
attachments, charges, rights or equitable rights of any other
persons.
(b) All
books, records and documents relating to the Security Interest are
genuine, true and correct and in all respects what they purport to
be.
(c) The
security interest granted to the Secured Party pursuant to this
Agreement constitutes and creates a valid and continuing and first,
prior and perfected lien on and first security interest in the
Security Interest in favor of the Secured Party.
(d) The
Pledged Securities delivered to the Secured Party pursuant to this
Agreement are fully paid and is non-assessable as of the date of
issuance. There are no options, warrants, convertible securities or
other securities exchangeable, convertible or issuable into any of
the Pledged Securities or that give the holder thereof any rights,
directly or indirectly, to any of the Pledged
Securities.
5.
Covenants and Agreements . The Pledgor hereby
agrees that, so long as the Note has not been terminated, the
Pledgor shall:
(a) Defend
the Security Interest against all claims and demands of all Persons
(other than the Secured Party) at any time claiming the same or any
interest therein.
(b) Furnish
to the Secured Party such information concerning the Security
Interest as the Secured Party may from time to time reasonably
request, and will allow the Secured Party to inspect and copy, or
will furnish the Secured Party with copies of, all records
reasonably requested by the Secured Party.
(c) At
any time and from time to time, upon the request of the Secured
Party and at the expense of the Pledgor promptly execute and
deliver any and all such further instruments
and documents and will cause such opinions of counsel to
be delivered and will take such further action as may be deemed
necessary or desirable in the reasonable discretion of the Secured
Party to obtain, maintain and perfect the security interest granted
hereby, including, without limitation, the provision of all
instruments and documents reasonably necessary to perfect the
security interest granted hereby under Article 8 of Uniform
Commercial Code as in effect in the State of Texas (the
“UCC”), and execute and deliver one or more proxies,
powers of attorney, orders, notices, statements, agreements or
other writings.
(d) Not
sell, assign, transfer, exchange, or otherwise dispose of, or grant
any option with respect to, the Pledged Securities, or create,
incur or permit to exist any adverse claim or Lien with respect to
any of the Pledged Securities, or any interest therein, or any
proceeds thereof, except for the security interest provided for by
this Agreement.
(e) Require
the Secured Party to present, send or file any claim or notices,
perform any services, exercise any rights of collection,
enforcement, conversion or exchange, vote, pay for any insurance,
pay any taxes or other charges, make any demand, make any inquiry
as to the nature or sufficiency of any payment received by them or
take any action of any kind in connection with the management
thereof, and the Secured Party's only duty with respect thereto
shall be to use reasonable care in the custody and preservation of
the Security Interest while the Security Interest is in its actual
possession, which shall not include any steps necessary to preserve
rights against prior or third parties.
(f) File,
record, make, execute and deliver all such acts, deeds, things,
notices and instruments as may be reasonably necessary or desirable
to vest in and assure to the Secured Party a continuing first
priority security interest in and to the collateral and the
enforcement of, and giving effect to, the rights, remedies and
powers hereunder.
(g) In
the event that all or any part of the securities constituting the
Security Interest are lost, destroyed or wrongfully taken while
such securities are in the possession of the Secured Party, cause
the issuance of new securities in place of the lost, destroyed or
wrongfully taken securities upon request therefor by the Secured
Party without the necessity of the provision by the Secured Party
of an
