PledgeAssignmentandSecurityAgreement抵押分配及担保协议doc文档格式.docx

1、WHEREAS, the Pledgor has been granted certain options to purchase shares of the Pledgee s common stock; andWHEREAS, It is a condition precedent to the effectiveness of the Loan Agreement that the Pledgor shall grant the security interest contemplated by this Agreement.NOW, THEREFORE, in consideratio

2、n of the premises and in order to induce the Pledgee to make the loan contemplated by the Loan Agreement, the Pledgor hereby agrees with the Pledgee as follows:Section 1 Grant of Security. The Pledgor hereby assigns, transfers and pledges to the Pledgee, and hereby grants to the Pledgee a security i

3、nterest in, all of the Pledgor s right, title and interest in, to and under the following, in each case, as to each type of property described below, whether now owned or hereafter acquired, wherever located and whether now or hereafter existing （the Collateral ）:（a） That certain option granted to P

4、ledgor by Pledgee described on Schedule I hereto （the Option ） to purchase _ shares of BBB, Inc. common stock, par value $,_ per share （ Common Stock ）, and all shares of Common Stock acquired upon exercise of the Option （collectively, Security Collateral ）, and all dividends, cash, instruments and

5、other property from time to time received upon the sale of, or receivable or otherwise distributed in respect of or in exchange for, any or all of such Security Collateral;（b） That certain Stock Option Agreement, to the extent that it evidences the Option, in substantially the form set forth on Sche

6、dule II hereto （the Assigned Agreement ）, including without limitation all rights of the Pledgor under or with respect to the Assigned Agreement （all such Collateral being the Agreement Collateral ）;（c） All proceeds of any and all of the foregoing Collateral （including, without limitation, any prope

7、rty or cash） and, to the extent not otherwise included, all payments under insurance （whether or not the Pledgee is the loss payee thereof）, or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral;（d） Any other prope

8、rty or right constituting any part of the Pledged Security.Section 2 Security for Obligations. This Agreement secures the payment of all obligations of the Pledgor now or hereafter existing under the Loan Documents （all such obligations of the Pledgor being the Obligations ）. Without limiting the ge

9、nerality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Pledgee under any of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reo

10、rganization or similar proceeding involving the Pledgor.Section 3 Release of Security（a） As of the date of the repayment of any Loan principal under the Loan Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor with respect to t

11、hat number of shares of Common Stock subject to the Option （or acquired upon exercise of the Option） equal to the product of （a） _ and （b） the ratio of （i） the amount of Loan principal repaid as of such date to （ii） $,_.（b） As of the date of each repayment of Loan principal, the termination of the s

12、ecurity interest as described in Section 3（a） shall apply first with respect to any shares of Common Stock purchased by Pledgor upon exercise of the Option prior to such repayment date （or any other property received with respect to such shares） and then with respect to shares of Common Stock subjec

13、t to the Option as of the date of such repayment.Section 4 Pledgor Remains Liable. Anything herein to the contrary notwithstanding, （a） the Pledgor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and oblig

14、ations thereunder to the same extent as if this Agreement had not been executed, （b） the exercise by the Pledgee of any of the rights hereunder shall not release the Pledgor from any of its duties or obligations under the contracts and agreements included in the Collateral, and （c） the Pledgee shall

15、 have no obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Pledgee be obligated to perform any of the obligations or duties of the Pledgor thereunder or to take any action to collect or enforce any claim for payment assig

16、ned hereunder.Section 5 Delivery of Collateral. All certificates or instruments representing or evidencing the Collateral shall be delivered to and shall be held by or on behalf of the Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly exe

17、cuted instruments of transfer or assignment in blank, all in form and substance satisfactory to the Pledgee. The Pledgee shall have the right, at any time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Pledgee （as pledgee hereunder） or any of it

18、s nominees any or all of the Collateral. In addition, the Pledgee shall have the right at any time to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations.Section 6 Representations and Warranties. The Pledgo

19、r represents and warrants as follows:（a） A fully executed original counterpart of the Assigned Agreement has been delivered to the Pledgee.（b） The Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance, except

20、for the security interests created by this Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Pledgee relating to this Agreement.（c） This Agr

21、eement has been duly executed and delivered by the Pledgor and is a valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms.（d） The execution and delivery by the Pledgor of this Agreement and the performance of its obligations thereunder are within t

22、he Pledgor s authority and capacity and do not contravene any law, regulation, order or contractual restriction binding on or affecting the Pledgor.（e） The Pledge and grant of the Collateral pursuant to this Pledge Agreement creates a valid and perfected first priority security interest in the Colla

23、teral in favor of the Pledgee, securing the payment of all of the Obligations.Section 7 Further Assurances（a） The Pledgor agrees that from time to time the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable

24、, or that the Pledgee may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the

25、generality of the foregoing, the Pledgor will: （i） deliver and pledge to the Pledgee promptly upon receipt thereof all instruments or certificates representing or evidencing any of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and su

26、bstance satisfactory to the Pledgee; and （ii） execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Pledgee may request, in order to perfect and preserve the pledge, assignment and securit

27、y interest granted or purported to be granted hereby.（b） The Pledgor hereby authorizes the Pledgee to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Pledgor where permitted by law. A photocopy

28、or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.（c） The Pledgor will furnish to the Pledgee from time to time statements and schedules further identifying and describing

29、 the Collateral and such other reports in connection with the Collateral as the Pledgee may reasonably request, all in reasonable detail.（d） The Pledgor agrees to defend the title of the Collateral and the lien thereon of the Pledgee against the claim of any other person and to maintain and preserve

30、 such lien until payment in full of all of the Obligations.Section 8 Assigned Agreement. The Pledgor shall at its expense （a） perform and observe all the terms and provisions, in all material respects, of the Assigned Agreement to be performed or observed by it, enforce the Assigned Agreement in acc

31、ordance with their respective terms, and take all such action to such end as may be from time to time reasonably requested by the Pledgee, （b） furnish to the Pledgee such information and reports regarding the Collateral as the Pledgee may reasonably request and （c） upon request of the Pledgee make to any other party to the Assigned Agreement such demands and requests for information and reports or for action as the Pledg