This Pledge of Stock for Debt Agreement is made among a pledgor, a pledgee and an
escrow agent. The agreement provides that the pledgor, who owns all of the stock in a
company, pledges the stock held in the capital of the company to the pledgee as
security for the performance of a loan agreement between the pledgor and the pledgee.
The escrow agent agrees to hold the pledged shares in escrow until such time the
pledgor performs of all of its obligations pursuant to the loan agreement. This document
contains numerous standard provisions and may be customized to fit the specific needs
of the parties. It should be used by lenders and borrowers when using stock as
collateral security for performance of performance of loan obligations.
PLEDGE OF STOCK FOR DEBT
THIS PLEDGE OF STOCK FOR DEBT AGREEMENT dated the ____ day of
___________, 2______.
B E T W E E N:
_________________________________
(hereinafter referred to as the "Pledgor")
OF THE FIRST PART
- and -
_________________________________
(hereinafter referred to as the "the Pledgee")
OF THE SECOND PART
- and -
_______________________________
(hereinafter referred to as the "Company")
OF THE THIRD PART
- and -
________________________________
(hereinafter referred to as the "Escrow Agent")
OF THE FOURTH PART
WHEREAS pursuant to a Loan Agreement dated ________________ (the ALoan
Agreement@) between the Pledgor and the Pledgee, where the Pledgee agreed to lend money to
the Pledgor (the “Borrowings”) on the terms and conditions as set out therein;
AND WHEREAS the Pledgor is the owner of all of the ____________ stock (the
“Stock”) in the capital of the Company as more particularly set out in Schedule “A” hereto;
AND WHEREAS as a condition of closing of the transaction contemplated by the Loan
Agreement, the Pledgor is required to deliver this Agreement and the Stock in the capital of the
Company as collateral security for the due performance of all obligations pursuant to the Loan
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
of the premises, the closing of the transaction contemplated by the Loan Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties hereto agree as follows:
1) As security for the due performance by the Pledgor of its obligations pursuant to the Loan
Agreement and pursuant to the terms of this Agreement, the Pledgor hereby:
(a) mortgages, charges, assigns, hypothecates, and pledges to the Pledgee all the Stock in the
capital of the Company and any substitutions therefor, subdivisions, reclassification or
similar increase, decrease or alteration of the capital of the Company, additions thereto or
proceeds thereof, any dividends or other monies or property now or hereafter received or
declared in respect of such securities and all other rights and claims of the Pledgor in
respect of same or evidenced thereby, (all of which shares are hereinafter referred to as
the "Pledged Shares"); and
(b) delivers to the Escrow Agent the share certificates, duly endorsed in blank for transfer,
respecting the Pledged Shares to be held in escrow in accordanc