ASSET PLEDGE AGREEMENT
Date:
October 31, 2001
TO
: ________________
Pledge
of Asset
To
induce
you ________________,
a Texas
resident, ________________
(hereinafter
“You”), to provide the services to facilitate
the sale of that certain property of Adhesive Software, Inc. pursuant
to the Service Agreement, dated, October 31, 2001, to us as evidenced by our
Promissory
Note by and between VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation
(“Company”) and you in that amount dated the date of this Agreement (hereinafter
the “Asset Pledge Agreement”), and payable to your order pursuant to the
schedule set forth therein (the "Note", which term will include any amendments
thereto and substitutions therefor), and in consideration of your services
in
facilitating the sale of that certain property of Adhesive Property pursuant
to
the Services Agreement, and to secure payment of all amounts owing under the
Note and this Asset Pledge Agreement and performance of all of our other
obligations under the Note and under this Asset Pledge Agreement, the
undersigned hereby pledge to you and grant you a security interest in that
certain technology developed by Adhesive Software and known as “siteflash”
(hereinafter the “Siteflash Technology”) .
Definition
of Collateral;
The
term
"Collateral" means (i) the Siteflash Technology, and (ii) any cash, securities
or other property paid or otherwise distributed on, with respect to, or in
exchange for any Collateral. Upon default under this Asset Pledge Agreement,
you
may at any time transfer the Collateral into your name or the name of your
nominee.
Warranties
We
hereby
warrant to you that:
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a.
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The
Company is duly incorporated and validly existing under the laws
of the
State of Delaware;
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b.
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We
have taken all necessary corporate action to authorize the execution,
delivery and performance of this Asset Pledge Agreement and the Note,
which constitute our legally binding
obligations;
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Prohibition
on Transfer of Collateral
We
agree
that we will not sell, transfer, assign or encumber any of our rights in any
of
the Collateral or grant any rights in or to any of the Collateral except
pursuant to this Asset Pledge Agreement. Notwithstanding the foregoing, you
acknowledge and agree that, provided we are not in Default of this Agreement,
we
shall have the express right (a) in our sole and absolute discretion, to
commercially exploit the Siteflash Technology, in any manner, or refrain
therefrom and to enter into any contracts with respect thereto; (b) to collect,
receive, and retain any revenues derived from our commercial exploitation of
the
Siteflash Technology for our own benefit.
Further
Assurances
We
will,
at our expense, take or cause to be taken such action and execute and deliver
or
cause to be executed and delivered such additional agreements and documents
as
you may request in connection with this Asset Pledge Agreement or any of the
Collateral or to perfect your security interest in any of the Collateral,
including, without limitation, delivering any Collateral to you and executing
and filing financing and other statements under the Uniform Commercial Code
in
effect in any state; and we hereby authorize you to sign any such agreement
or
document or statement on our behalf and to file any such statement with or
without our signature.
Default
Upon
a
default under any of the provisions of the Note, or if any warranty by us
hereunder is incorrect, or if we fail to perform any of our obligations under
this Agreement (any such default or breach of warranty or failure being herein
called "a default under this Asset Pledge Agreement"), you may, without notice,
take such action as you deem advisable with respect to the Collateral,
including, without limitation, selling any of the Collateral at public or
private sale on such terms as you deem appropriate; and you are also authorized
as our attorney-in-fact to endorse or otherwise effect the transfer of any
of
the Collateral. At any such sale you may be the purchaser.
Remedies;
Order of Pursuit
You
shall
not be required to resort to or pursue any of your rights or remedies under
or
with respect to any other agreement or any other collateral before pursuing
any
of your rights or remedies under this Asset Pledge Agreement. You may pursue
your rights and remedies in such order as you determine, and the exercise by
you
of any right or remedy will not preclude your exercising any other right or
remedy.
Delay;
Waiver
The
failure or delay by you in exercising any of your rights hereunder or with
respect to the Note or any other collateral securing the Note in any instance
shall not constitute a waiver thereof in that or any other instance. You may
waive your rights only by an instrument in writing signed by you.
Expenses
We
agree
to pay on demand (a) all expenses (including, without limitation, legal fees
and
disbursements) incurred by you in connection with the negotiation and
preparation of this Asset Pledge Agreement and the perfection of your security
interest in any of the Collateral, and (b) all expenses of enforcing the
provisions of this Asset Pledge Agreement and your rights against any of the
Collateral, including, without limitation, expenses and fees of legal counsel,
court costs and the cost of appellate proceedings.
Where
to Make Payments
All
payments under this Asset Pledge Agreement shall be made in lawful currency
of
the United States of America in immediately available funds at the address
as
provided in the Note, or in such other manner or at such other place as you
shall designate in writing.
Asset
Pledge Agreement
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Notices
Unless
otherwise specified, all notices or other communications required herein must
be
in writing and will be deemed to have been duly served if hand delivered, sent
by first class mail postage prepaid and properly addressed, return receipt
requested, or sent by overnight delivery. Notices shall be delivered to the
address of each party as set forth above or as otherwise designated by the
respective party, as the case may be. All notices to ▇▇▇▇▇▇ shall be addressed
to ▇▇▇▇▇▇ ▇▇▇▇▇▇ at ________________________________.
Governing
Law; Agent for Service of Process
This
Asset Pledge Agreement and your rights and our obligations hereunder shall
be
governed by and construed in accordance with the law of the State of California.
You and we agree that any legal action or proceeding with respect to this Asset
Pledge Agreement or any of the Collateral may be brought in the courts of the
State of California and of the United States having jurisdiction in the County
of Los Angeles and State of California and for the purpose of any such legal
action or proceeding, shall be subject to the exclusive jurisdiction of such
courts. For purposes of any proceeding involving this Asset Pledge Agreement,
we
hereby irrevocably appoint ________________________________,
our
agent to receive service of process for us and on our behalf.
We
will
at all times maintain an agent to receive service of process in California,
on
our behalf with respect to this Asset Pledge Agreement, and in the event that,
for any reason, the agent named above or any successor agent shall no longer
serve as our agent to receive service of process in California, we shall
promptly appoint a successor and advise you thereof.
Amendment
This
Asset Pledge Agreement may only be amended by an instrument in writing signed
by
you and us.
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Very
truly yours,
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| PLEDGEE | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
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By |
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| PLEDGOR | ||
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AGREED:
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| VERTICAL COMPUTER SYSTEMS, INC. | ||
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By: ▇▇▇▇▇▇▇ ▇▇▇▇, President
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Pledge Agreement
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