GLOBAL PLEDGE AGREEMENT
GLOBAL
PLEDGE AGREEMENT
GLOBAL
PLEDGE AGREEMENT
(the
“Agreement”)
dated
as of June 30, 2008, by MobilePro Corp., a Delaware corporation, (the
“Company”)
and
each subsidiary, direct and indirect, of the Company listed on Schedule
I
attached
hereto (the “Subsidiary
Pledgors,”
collectively with the Company, the “Pledgors”)
in
favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.,
the
“Pledgee”).
RECITALS:
A. Reference
is made to (a) the Global Security Agreement, dated as of the date hereof,
between the Pledgors, as grantors, and the Pledgee, as secured party (as may
be
amended and supplemented from time to time, the “Security
Agreement”);
and
(b) the Global Guaranty Agreement, dated as of the date hereof, among the
Pledgors, as guarantors, and the Pledgee, as secured party (the “Guaranty”).
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Security Agreement.
B. The
Security Agreement and the Guaranty contemplate the execution, delivery and
implementation of this Agreement.
C. The
Pledgee has extended financial accommodations to certain Pledgors, pursuant
to
the Secured Convertible Debentures or otherwise, and the Pledgors will directly
benefit from the extension of such financial accommodation as part of the
affiliated business operations of the Pledgors. Each Pledgor acknowledges that
without this Agreement, the Pledgee would not be willing to enter into the
transaction documents related to such financial accommodations.
D. Each
Pledgor has determined that the execution, delivery and performance of this
Agreement directly benefits, and is in the best interest of, such
Pledgor.
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, warranties,
and
representations herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
TERMS
AND CONDITIONS
1. Pledge
and Security Interest.
(a) As
collateral security for the prompt payment and performance in full of the
Obligations (as defined below), each Pledgor hereby delivers, pledges and grants
to the Pledgee, its successors and assigns, an irrevocable, first priority
security interest in (i) all the securities or ownership interests or rights
to
purchase set forth on Schedule
II
attached
hereto, and (ii) all securities or ownership interests obtained in the future
by
a Pledgor (collectively, the “Pledged
Securities”),
including, without limitation (a) all of the Pledgors’ interests in respect of
the Pledged Securities and Pledgors’ interests in all profits and distributions
to which the Pledgors shall at any time be entitled in respect of such Pledged
Securities and (b) to the extent not otherwise included, all proceeds,
dividends, warrants, options, rights, instruments, and other property from
time
to time received or otherwise distributable in respect of or in exchange of
any
or all of the foregoing (collectively, the “Pledged
Collateral”).
(b) The
term
“Obligations”
shall
mean and include any and all debts, liabilities, obligations, covenants and
duties owing by any Pledgor to the Pledgee, now existing or hereafter arising
of
every nature, type, and description, whether liquidated, unliquidated, primary,
secondary, secured, unsecured, direct, indirect, absolute, or contingent, and
whether or not evidenced by a note, guaranty or other instrument, and any
amendments, extensions, renewals or increases thereof, including, without
limitation, all those under (i) the Transaction Documents; (ii) any agreement
or
document related to the Transaction Documents; or (iii) any other or related
documents, and including any interest accruing thereon after insolvency,
reorganization or like proceeding relating to the Pledgors, whether or not
a
claim for post-petition interest is allowed in such proceeding, and all costs
and expenses of the Pledgee incurred in the enforcement, collection or otherwise
in connection with any of the foregoing, including, but not limited to,
reasonable attorneys’ fees and expenses and all obligations of the Pledgors to
the Pledgee to perform acts or refrain from taking any action.
2. Delivery
of Pledged Securities.
(a) Simultaneously
with the execution of this Agreement, each Pledgor shall deliver to the Escrow
Agent, and the Escrow Agent shall hold in escrow pursuant to the terms of this
Agreement, stock certificates or other certificated securities made out in
favor
of such Pledgor representing the Pledged Securities together with three (3)
stock powers duly executed in blank and with medallion bank guarantees and
any
other instruments and documents as the Pledgee may reasonably request the
(“Transfer
Documents”).
(b) After
the
execution of this Agreement, promptly upon any Pledgor acquiring any Pledged
Securities, and any original certificates or other instruments or documents
representing such Pledged Securities, such Pledgor shall deliver or cause to
be
delivered to the Escrow Agent the Pledged Securities and related Transfer
Documents.
(c) Each
delivery of Pledged Securities shall be accompanied by a schedule describing
the
Pledged Securities theretofore and then being pledged hereunder, which schedule
shall be attached hereto as Schedule II
and made
a part hereof. Each schedule so delivered shall supplement any prior schedules
so delivered.
(d) If
a
Pledgor receives, or become entitled to receive any other property (whether
by
reclassification, readjustment, or other change in the capital structure of
such
Pledgor, or in any other manner), such additional interest or other property
shall constitute Pledged Collateral, and such additional interest or other
property shall be recorded in the name of the Pledgee and delivered directly
to
the Pledgee to be held as Pledged Collateral. If, notwithstanding the foregoing,
a Pledgor receives any distribution or other property which should have been
paid or delivered directly to the Pledgee or which was paid to such Pledgor
in
violation of this Section 2, such Pledgor shall receive the distribution or
property in trust for the benefit of the Pledgee, shall segregate such
distribution or property form the other property or funds of such Pledgor,
and
deliver it immediately to the Pledgee in the form received (with any necessary
endorsement).
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(e) Such
stock certificates, other property and Transfer Documents shall be held by
the
Pledgee until the satisfaction in full of all the Obligations.
3. Voting
Rights Relating to Pledged Securities.
During
the term of this Agreement, so long as no Event of Default shall have occurred,
the Pledgor shall have the right to vote the Pledged Securities, to the extent
such right exists, on all questions for all purposes not inconsistent with
the
terms of this Agreement. Upon the occurrence of an Event of Default, the Pledgee
shall thereafter have, at its discretion, the option to exercise all voting
and/or other consensual rights and powers pertaining to the Pledged Securities,
subject to the Ownership Limitation set forth below.
4. Dividends
and Other Income.
All cash
and non-cash distributions and dividends related to the Pledged Securities
shall
be delivered to the Pledgee. Upon the occurrence of an Event of Default, the
Pledgee shall be entitled to receive dividends and other distributions (cash
or
non-cash) related to the Pledged Securities.
5.Release
of Pledged Securities from Pledge.
Upon
the satisfaction in full of all the Obligations, the Pledgee, at the sole
cost
and expense of the Pledgor, shall return to each Pledgor the Transfer Documents
and the certificates representing the Pledged Securities (collectively the
“Pledged
Materials”),
whereupon any and all rights of the Pledgee in the Pledged Materials shall
be
terminated.
6.Event
of Default.
An
“Event
of Default”
shall
be deemed to have occurred under this Agreement upon (i) failure of any Pledgor
to promptly deliver any Transfer Documents or any Pledged Securities hereunder;
or (ii) an Event of Default occurs under the Security Agreement, the Guaranty
or
any other document executed in connection therewith.
7. Remedies.
(a) Whenever
an Event of Default occurs, the Pledgee shall have, and may exercise with
respect to the Pledged Collateral, in such order and manner as it determines,
all rights and remedies of a secured party under the Uniform Commercial Code
as
in effect in the State of New Jersey (the “UCC”)
and
under any other applicable law, as the same may from time to time be in effect,
as well as those rights granted herein, under the Security Agreement and any
other agreement now or hereafter in effect between the Pledgee and the Pledgors.
Without limiting the generality of the foregoing, whenever an Event of Default
exists, the Pledgee may sell or otherwise dispose of all or part of the Pledged
Collateral upon prior notice to the Pledgors, by public or private sale, in
one
or more transactions, and in such order as the Pledgee determines. Proceeds
realized from such sales and dispositions shall be applied first to the
Pledgee’s costs and expenses in connection therewith and then to the Obligations
in such order as the Pledgee determines.
(b) Pledgors
recognize that the Pledgee may be unable to effect a public sale of all or
a
part of the Pledged Collateral by reason of certain provisions contained in
the
Securities Act of 1933, as amended (the “Securities
Act”)
and
the securities laws of various states, and may be compelled to resort to one
or
more private sales to a restricted group of purchasers who will be obliged
to
agree, among other things, to acquire the Pledged Collateral for their own
account, for investment and without a view to the distribution or resale
thereof. The Pledgors understand that private sales so made may be at prices
and
other terms less favorable than if the Pledged Collateral were sold at public
sales, and agree that the Pledgee has no obligation to delay the sale of the
Pledged Collateral for the period of time necessary to permit the Pledgee to
register the Pledged Collateral for sale under the Securities Act or such state
laws. Pledgors agree that private sales under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.
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(c) At
any
public (or, to the extent permitted by applicable law, private) sale made
pursuant to this Section 7, the Pledgee may bid for or purchase, free from
any
right of redemption, stay or appraisal on the part of any Pledgor (all said
rights being also hereby waived and released), the Pledged Collateral or any
part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to it from such Pledgor as a credit against
the
purchase price, and it may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to such Pledgor
therefor. As an alternative to exercising the power of sale herein conferred
upon it, the Pledgee may proceed by a suit or suits at law or in equity to
foreclose upon the Pledged Collateral and to sell the Pledged Collateral or
any
portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver. Any sale pursuant to the provisions of this Section 7 shall be deemed
to conform to the commercially reasonable standards as provided in Section
9-627
of the UCC.
(d) To
the
extent that the net proceeds received by the Pledgee are insufficient to satisfy
the Obligations in full, the Pledgee shall be entitled to a deficiency judgment
against each Pledgor for such amount. The Pledgee shall have the absolute right
to sell or dispose of the Pledged Securities in any manner it sees fit and
shall
have no liability to any Pledgor or any other party for selling or disposing
of
such Pledged Securities even if other methods of sales or dispositions would
or
allegedly would result in greater proceeds than the method actually used. Each
Pledgor shall remain liable for shortfalls, if any, that may exist after the
Pledgee has exhausted all remedies hereunder.
(e) Each
right, power and remedy of the Pledgee provided for in this Agreement or any
other Transaction Documents shall be cumulative and concurrent and shall be
in
addition to every other such right, power or remedy. The exercise or beginning
of the exercise by the Pledgee of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Transaction Documents
now
or hereafter existing at law or in equity or by statute or otherwise shall
not
preclude the simultaneous or later exercise by the Pledgee of all such other
rights, powers or remedies, and no failure or delay on the part of the Pledgee
to exercise any such right, power or remedy shall operate as a waiver thereof.
No notice to or demand on any Pledgor in any case shall entitle any Pledgor
to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Pledgee to any other further
action in any circumstances without demand or notice. The Pledgee shall have
the
full power to enforce or to assign or contract its rights under this Agreement
to a third party.
(f) All
costs
and expenses incurred by the Pledgee in enforcing this Agreement, in realizing
upon or protecting any Pledged Collateral and in enforcing and collecting any
Obligations or any guaranty thereof (including, without limitation, if the
Pledgee retains counsel for advice, suit, appeal, insolvency or other
proceedings under the Bankruptcy
Code (11
U.S.C.
§§ 101 et
seq.)
or
otherwise, or for any of the above purposes, the actual attorneys’ fees incurred
by Pledgee), shall constitute part of the Obligations, and all such costs and
expenses are secured by the Pledged Collateral, as well as by all other property
serving as security for the Obligations.
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(g) Notwithstanding
anything to the contrary, in no event shall the Pledgee have the right to
acquire or vote such number of Pledged Securities which would cause the Pledgee,
together with its affiliates, to beneficially own (as determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder (the “Exchange
Act”)
in
excess of 4.99% of any class of equity securities registered pursuant to Section
12 of the Exchange Act (the “Ownership
Limitation”)
unless
the Pledgee waives such limitation by providing 65 days’ advance written
notice.
8. Representations,
Warranties and Covenants.
Each
Pledgor represents, warrants and covenants that:
(a) each
Pledgor (i) is and will at all times continue to be the legal, beneficial and
record owner of, the Pledged Securities indicated on Schedule
II;
(ii)
has good and valid title to all Pledged Securities pledged by it hereunder,
except for the prior pledges and liens set forth on Schedule
4.2
of the
Security Agreement, subject to no pledge, lien, mortgage, hypothecation,
security interest, charge, option or other encumbrance whatsoever (collectively,
the “Liens”);
and
(iii) will make no assignment, pledge, hypothecation or transfer of, or create
or permit to exist any security interest in or other Lien on, the Pledged
Collateral, other than pursuant hereto.
(b) each
Pledgor has full power, authority and legal right to pledge all the Pledged
Collateral pledged pursuant to this Agreement.
(c) all
the
Pledged Securities have been duly authorized and validly issued, are fully
paid
and (to the extent representing the capital stock of a corporation)
non-assessable and are subject to no options to purchase or similar
rights.
(d) each
Pledgor covenants and agrees to take all reasonable steps to defend the
Pledgee’s right, title and security interest in and to the Pledged Securities
and the proceeds thereof against the claims and demands of all persons
whomsoever (other than the Pledgee and the Escrow Agent); and each Pledgor
covenants and agrees that it will have like title to and right to pledge any
other property at any time hereafter pledged to the Pledgee as collateral
hereunder and will likewise take all reasonable steps to defend the right
thereto and security interest therein of the Pledgee.
(e) each
Pledgor covenants and agrees to take no action which would violate or be
inconsistent with any of the terms of this Agreement or any other Transaction
Documents, or which would have the effect of impairing the position or interests
of the Pledgee under this Agreement or any other Transaction
Documents.
(f) each
Pledgor represents, warrants and covenants that (i) unless otherwise indicated
on Schedule
III
attached
hereto, Pledgor has been the beneficial owner of the Pledged Securities for
a
period of not less than two (2) years as computed in accordance with Rule 144(d)
promulgated under the Securities Act, and (ii) this Agreement is made with
recourse. Upon an Event of Default, the Pledgee shall be deemed to have acquired
the Pledged Securities on the date they were acquired by the Pledgor. Unless
otherwise indicated on the Schedule
III
attached
hereto, each Pledgor is an “affiliate” of the applicable issuer, as such term is
defined in Rule 144(a) promulgated under the Securities Act of 1933, as
amended.
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(g) the
Pledgors will, promptly upon request, provide to the Pledgee all information
and
evidence it may reasonably request concerning the Pledged Collateral to enable
the Pledgee to enforce the provisions of this Agreement.
(h) upon
the
filing of all appropriate financing statements under the UCC, all steps
necessary to create and perfect the security interest created by this Agreement
as a valid and continuing first lien on and first perfected security interest
in
the Pledged Collateral in favor of the Pledgee prior to all other Liens will
have been taken. With respect to membership interests, each Pledgor represents
and warrants that such issuer Pledgor has opted into Article 8 of the UCC;
and
that the membership interests hereunder shall be certificated and shall be
deemed “securities” for purposes of UCC compliance only; and Pledgor
acknowledges and agrees that the act of opting into Article 8 of the UCC
alone does not categorize said interests as “securities” under any federal
investment company laws or federal or state securities laws.
9. Appointed
Attorney-in-Fact.
Each
Pledgor hereby appoints the Pledgee and any other officer or agent thereof
as
the true and lawful attorney-in-fact of such Pledgor for the purpose of carrying
out the provisions of this Agreement and taking any action and executing any
instrument that Pledgee may deem reasonably necessary or advisable (in its
reasonable judgment) to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest. Without limiting the generality of
the
foregoing, the Pledgee shall have the right, (i) upon the occurrence and during
the continuance of an Event of Default, with full power of substitution either
in any Pledgee’s name or in the name of such Pledgor, to endorse checks, drafts,
orders and other instruments for the payment of money payable to a Pledgor
representing any interest or dividend or other distribution payable in respect
of the Pledged Collateral or any part thereof or on account thereof and to
give
full discharge for the same; and (ii) upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either
in
the Pledgee’s name or in the name of such Pledgor, to ask for, demand, ▇▇▇ for,
collect, receive and give acquittance for any and all moneys due or to become
due under and by virtue of any Pledged Collateral, to settle, compromise,
prosecute or defend any action, claim or proceeding with respect thereto, and
to
sell, assign, endorse, pledge, transfer and to make any agreement respecting,
or
otherwise deal with, the same.
10. Additional
Pledgors.
Pursuant to Section 6.12 of the Security Agreement, each subsidiary of the
Pledgors that was not in existence or not a subsidiary on the date of the
Security Agreement is required to become a Pledgor and to enter in this
Agreement as a Pledgor upon becoming a subsidiary. Such subsidiary shall become
a Pledgor hereunder with the same force and effect as if originally named as
a
Pledgor herein. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new Pledgor
as a party to this Agreement.
11. Notices.
Unless
otherwise provided herein, all demands, notices, consents, service of process,
requests and other communications hereunder shall be in writing and shall be
delivered in person or by overnight courier service, or mailed by certified
mail, return receipt requested, addressed:
6
|
If
to the Pledgee:
|
YA
Global Investments, L.P.
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇
Portfolio
Manager
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
|
|
With
a copy to:
|
▇▇▇▇
▇▇▇▇▇, Esq.
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
|
|
And
if to any Pledgor:
|
c/o
MobilePro Corp.
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
|
|
With
a copy to:
|
Seyfarth
▇▇▇▇ LLP
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇.▇. ▇▇▇▇▇-▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Any
such
notice shall be effective (a) when delivered, if delivered by hand delivery
or
overnight courier service, or (b) five (5) days
after deposit in the United States mail, as applicable.
12. Binding
Effect.
All of
the covenants and obligations contained herein shall be binding upon and shall
inure to the benefit of the respective parties, their successors and
assigns.
13. Governing
Law; Venue; Service of Process.
The
validity, interpretation and performance of this Agreement shall be determined
in accordance with the laws of the State of New Jersey without regard to the
principles of conflict of laws. The parties further agree that any action
between them shall be heard in ▇▇▇▇▇▇ County, New Jersey or Federal district
courts located in Newark, New Jersey, and expressly consent to the jurisdiction
and venue of the Superior Court of New Jersey, sitting in ▇▇▇▇▇▇ County and
the
United States District Court for the District of New Jersey sitting in Newark,
New Jersey for the adjudication of any civil action asserted pursuant to this
Paragraph, provided,
however,
that
nothing herein shall prevent the Pledgee from enforcing its rights and remedies
(including, without limitation, by filing a civil action) with respect to the
Collateral and/or the Pledgors in any other jurisdiction in which the Collateral
and/or the Pledgors may be located. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.
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14. JURY
TRIAL.
AS A
MATERIAL INDUCEMENT FOR THE PLEDGEE TO MAKE FINANCIAL ACCOMMODATIONS TO THE
COMPANY OR ANY PLEDGOR, EACH PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY
LEGAL
PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER
DOCUMENTS ASSOCIATED WITH THIS TRANSACTION
15. Enforcement
Costs.
If any
legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees, court costs and all expenses even if not taxable as
court costs (including, without limitation, all such fees, costs and expenses
incident to appeals), incurred in that action or proceeding, in addition to
any
other relief to which such party or parties may be entitled.
16. No
Penalties.
No
provision of this Agreement is to be interpreted as a penalty upon any party
to
this Agreement.
17. Remedies
Cumulative.
No
remedy herein conferred upon any party is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing
at
law, in equity, by statute, or otherwise. No single or partial exercise by
any
party of any right, power or remedy hereunder shall preclude any other or
further exercise thereof.
18. Severability.
If any
provision of this Agreement is, for any reason, invalid or unenforceable, the
remaining provisions of this Agreement will nevertheless be valid and
enforceable and will remain in full force and effect. Any provision of this
Agreement that is held invalid or unenforceable by a court of competent
jurisdiction will be deemed modified to the extent necessary to make it valid
and enforceable and as so modified will remain in full force and
effect.
19. Amendment
and Waiver.
This
Agreement may be amended, or any provision of this Agreement may be waived,
provided that any such amendment or waiver will be binding on a party hereto
only if such amendment or waiver is set forth in a writing executed by the
parties hereto. The waiver by any such party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other
breach. The Pledgee’s failure to exercise any right, remedy or option under this
Agreement or other agreement between the Pledgee and the Pledgors or delay
by
Pledgee in exercising the same will not operate as a waiver. No waiver by
Pledgee shall affect its right to require strict performance of this
Agreement.
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20. Further
Assurances.
Each
party will execute all documents and take such other actions as the other
parties may reasonably request in order to consummate the transactions provided
for herein and to accomplish the purposes of this Agreement.
21. Liability
of Pledgors.
Notwithstanding any provision herein, the Pledgors, and each of them, are and
shall be jointly and severally liable for any and all Obligations (whether
any
such Obligation is specified as an obligation of the Pledgors or of any of
them).
22. Entire
Agreement.
This
Agreement and the other documents or agreements delivered in connection herewith
set forth the entire understanding of the parties with respect to the subject
matter hereof, and shall not be modified or affected by any offer, proposal,
statement or representation, oral or written, made by or for any party in
connection with the negotiation of the terms hereof, and may be modified only
by
instruments signed by all of the parties hereto.
23. Counterparts.
This
Agreement may be executed and delivered by exchange of facsimile signatures
of
the Pledgee and the Pledgors, and those signatures need not be affixed to the
same copy. This Agreement may be executed in any number of
counterparts.
24. Pledged
Collateral Under Security Agreement.
This
Agreement is supplemental to, and not in limitation of, the Security Agreement.
In the event of a conflict between the terms of this Agreement and of the
Security Agreement related to the Pledged Collateral, the terms of this
Agreement shall control.
25. Existing
Pledge.
This
Agreement is intended to be supplemental to, and not in limitation of, any
existing pledges in favor of the Pledgee to secure the Obligations, whether
under the Prior Debt Documents or otherwise. All such existing pledges, and
any
rights of the Pledgee in connection therewith, shall remain in full force and
effect in accordance with their respective terms, provided,
however,
that in
the event of a conflict between the terms of this Agreement and of any such
prior pledge, or the documents evidencing the same, the terms of this Agreement
shall control.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
9
IN
WITNESS WHEREOF,
each
Pledgor has caused this Global Pledge and Escrow Agreement to be executed by
its
respective duly authorized officer, as of the date first above
written.
|
Guarantors:
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||||
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MOBILEPRO
CORP., a Delaware corporation
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PROGAMES
NETWORK, INC., a Delaware corporation
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|||
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By:
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/s/ ▇▇▇ ▇▇▇▇▇▇ |
By:
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/s/ ▇▇▇ ▇▇▇▇▇▇ | |
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Name:
▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇ ▇▇▇▇▇▇
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|||
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Title:
Chairman and CEO
|
Title:
Chairman
|
|||
|
DAVEL
FINANCING COMPANY, L.L.C., a Delaware limited liability
company
|
DAVEL
COMMUNICATIONS GROUP, INC., an Illinois corporation
|
|||
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By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
Title:
Secretary
|
Title:
Secretary
|
|||
|
TELALEASING
ENTERPRISES, INC., an Illinois corporation
|
PEOPLES
TELEPHONE COMPANY, INC., a New York corporation
|
|||
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
Title:
Secretary
|
Title:
Secretary
|
|||
|
PHONETEL
TECHNOLOGIES, INC., an Ohio corporation
|
DAVEL
ACQUISITION CORP., a Delaware corporation
|
|||
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
|||
|
Title:
Secretary
|
Title:
Secretary
|
|||
|
DAVEL
COMMUNICATIONS, INC., a Delaware corporation
|
CLOSECALLAMERICA,
INC., a Delaware corporation
|
|||
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
By:
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
Title:
Secretary
|
Title:
President
|
|||
|
AMERICAN
FIBER NETWORK, INC., a Delaware corporation
|
|
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
|
Name:
▇▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Title:
President
|
|
IN
WITNESS WHEREOF,
the
undersigned acknowledge and agree to the terms and conditions of this Global
Pledge and Escrow Agreement as of the date first above written.
|
By:
Yorkville Advisors, LLC,
|
|
|
its
Investment Manager
|
|
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
|
Name:
▇▇▇▇▇
▇▇▇▇▇
|
|
|
Title:
Managing
Member
|
|
SCHEDULE
I
(Subsidiary
Pledgors)
[to
be
completed by Pledgor]
SCHEDULE
II
(Pledged
Securities)
[to
be
completed by Pledgor]
SCHEDULE
III
(Disclosure
Schedule)
[to
be
completed by Borrower, if any]