Exhibit 4.2
Share Pledge Agreement
THIS AGREEMENT is made as of
August 13, 2008 between Ladenburg Thalmann Financial Services
Inc., a Florida corporation (the “Pledgor”), and Mark
Mettelman and Robert Bruderman, as Representatives of the former
shareholders of Triad Advisors, Inc. (the
“Pledgee”).
WHEREAS, the Pledgor is the
owner of 100 shares (the “Pledged Shares”) of common
stock, par value $.0001 of Triad Advisors, Inc., a Florida
corporation (the “Corporation”), as a result of the
merger described in that certain Agreement and Plan of Merger
(“Merger Agreement”) dated as of the date hereof by and
among the Pledgor, the Corporation, Triple Acquisition Inc. and the
shareholders of the Corporation; and
WHEREAS, the Pledgor has
agreed to pledge the Pledged Shares as security for the repayment
of that certain Promissory Note in the original principal amount of
$5,000,000, dated as of the date hereof, made by Pledgor in favor
of Pledgee (the “Note”);
NOW, THEREFORE, in
consideration of the premises, the covenants and agreements herein
contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
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1.
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Pledge of Shares . The Pledgor hereby
mortgages, pledges, charges and grants to the Pledgee a security
interest. as and by way of a fixed and specific mortgage, pledge,
charge and security interest to and in favor of the Pledgee in the
Pledged Shares as a general and continuing collateral security for
the repayment of the Note.
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2.
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Covenants, Representations and Warranties
of Pledgor . The Pledgor hereby covenants, represents and
warrants to the Pledgee that:
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(a)
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the Pledgor is the sole beneficial owner of
the Pledged Shares;
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(b)
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the Pledged Shares are not encumbered, pledged
or charged in any manner whatsoever;
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(c)
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there are no outstanding calls for the Pledged
Shares;
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(d)
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the Pledgor has full power, authority, right
and capacity to pledge, assign and deliver the Pledged Shares as
herein provided;
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(e)
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the execution and delivery of this Agreement
by the Pledgor and the fulfillment of or compliance with the terms
and conditions of this Agreement by the Pledgor will not violate,
contravene, breach or offend against or result in any default under
any indenture, mortgage, lease, agreement, instrument, statute,
regulation, order, judgment, decree or law to which the Pledgor is
party or by which the Pledgor is bound or affected; and
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(f)
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the Pledgor will not grant, bargain, sell,
convey, assign, mortgage or grant a security interest in or
otherwise deal with the Pledged Shares and will not make, create or
give any charge, mortgage, pledge, lien, assignment or security
interest upon any or all of the Pledged Shares until the Note is
repaid in full.
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3.
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Dealings with Pledged Shares . Unless
and until the security hereby constituted shall become enforceable
in accordance with Section 4 of this Agreement, all dividends
or other distributions in respect of all or any of the Pledged
Shares shall be for the account of the Pledgor.
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4.
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Enforcement of Pledge . The security
hereby constituted shall become enforceable upon default by the
Pledgor, which default remains uncured for a period of seven days,
in the payment of any amount under the Note when due.
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5.
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Remedies of Pledgee . At any time after
the security hereby constituted becomes enforceable and subject to
the prior payment of the obligations under the Note, the Pledgee
shall have:
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(a)
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the right to sell the Pledged Shares, or any
of them, upon thirty day’s prior written notice to Pledgor by
public or private sale. The Pledgor shall be entitled to be
credited with the net proceeds of any sale or other disposition of
the Pledged Shares when received by the Pledgee, and the net
proceeds of such sale or other dispos
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