Unassociated Document


    Exhibit
4.4

     

     

    STOCK
PLEDGE AGREEMENT

    (100%
interest in _______________)

    


    


    THIS STOCK PLEDGE AGREEMENT, effective
as of October 1, 2008, is executed by HEARTLAND, INC., a Maryland
corporation (“Borrower”), in favor of CHOICE FINANCIAL GROUP, a
North Dakota state bank (“Lender”).

    


    RECITALS

    


    A. Lender
has agreed to make a loan to Borrower in the original principal amount of
$3,250,000 (the “Loan”);

    


    B. The Loan
will be evidenced by a Promissory Note payable to the order of Lender (hereafter
Borrower’s obligations under such Promissory Note and all documents related
thereto and all renewals, extensions, amendments, modifications and restatements
thereof shall be referred to as the “Obligations”).

    


    C. The
proceeds of the Loan will be used by Borrower solely for business
purposes.

    


    D. To secure
payment of the Obligations and as a condition to making the Loan, Lender
requires, among other things, that Borrower execute and deliver this
Agreement.

    


    NOW, THEREFORE, in consideration of the
foregoing and the terms and conditions hereafter set forth, Borrower agrees as
follows:

    


    1. Pledge.  As
security for payment of the Obligations, Borrower hereby grants to Lender a
security interest in, and hereby assigns to Lender all right, title and interest
of Borrower in and to the following described property (hereafter referred to as
“Collateral”):

    


    All
issued and outstanding common stock, preferred stock and all other classes of
stock of Lee Oil Company, Inc., a Virginia corporation (the “Company”),
including without limitation, all evidence of the same, all rights to purchase
or acquire the same and all rights to draws, payments, dividends, disbursements
and all other types of dividend and distributions made by the Company to
Borrower, together with all proceeds thereof (“Distributions”), now existing
and/or hereafter arising.

    


    2. Representations and
Warranties.  Borrower represents and warrants to Lender
that:

    


    
      	
              (a)  

            	
              Borrower
      has, and has duly exercised, all requisite power and authority to enter
      into this Agreement, to pledge its interest in the Collateral and to carry
      out the transactions contemplated by this
  Agreement.

            


    

    


    
      	
              (b)  

            	
              Borrower
      is the legal and beneficial owner of all of the
  Collateral.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              All
      of the Collateral is free of any pledge, mortgage, hypothecation, lien,
      charge, encumbrance or security interest or the proceeds thereof, except
      for that granted hereunder.

            


    

     

    
      	
              (d)  

            	
              The
      execution and delivery of this Agreement, and the performance of its
      terms, will not violate or constitute a default under the terms of any
      other agreement, indenture or other instrument, license, judgment, decree,
      order, law, statute, code, ordinance or other governmental rule or
      regulation, applicable to Borrower or any of Borrower’s property or the
      consent to this Agreement and the performance of its terms has been
      obtained from all necessary third
parties.

            


    

    


    
      	
              (e)  

            	
              The
      Collateral constitutes one hundred percent (100.0%) of the total ownership
      interest in the Company.

            


    

    


    
      	
              (f)  

            	
              The
      execution and delivery of this Agreement, and the performance of its
      terms, will not result in any violation of any provision of the articles
      of incorporation, bylaws and shareholder agreements, if any, pertaining to
      Borrower or Company or the consent to this Agreement and the performance
      of its terms has been obtained from all necessary third
      parties.

            


    

    


    
      	
              (g)  

            	
              Upon
      execution and delivery to Lender of this Agreement and the recording of a
      financing statement with the Maryland Secretary of State covering the
      Collateral, Lender shall have a valid first priority lien upon and a
      perfected security interest in the Collateral and the proceeds
      thereof.

            


    

    


    
      	
              (h)  

            	
              All
      of the Collateral is evidenced by Certificate No.
  ____.

            


    

    


    3. Covenants.  Borrower
agrees as follows:

    


    
      	
              (a)  

            	
              Upon
      the occurrence of a default under any of the documents executed in
      connection with the Loan, Lender may collect and receive any and all
      Distributions with respect to the Collateral and may apply all such
      collections to the Obligations in such order of application as Lender may
      elect.  If Borrower shall receive any Distributions, such
      Distributions shall be received as Lender’s agent, in trust for Lender,
      and Borrower shall deliver such Distributions forthwith to Lender in the
      exact form received with, as applicable, Borrower’s endorsement if
      necessary.  So long as any portion of the Obligations remains
      unpaid and if Borrower is in default in any of the Obligations, all voting
      rights of Borrower in the Collateral may be exercised by Lender, in its
      sole discretion, as the attorney-in-fact of
  Borrower.

            


    

    


    
      	
              (b)  

            	
              Upon
      the occurrence of a default under any of the documents executed in
      connection with the Loan, Lender may, without demand of performance or
      other demand, advertisement, or notice of any kind, to or upon Borrower or
      any other person (all of which are, to the extent permitted by law, hereby
      expressly waived), forthwith realize upon the Collateral or any part
      thereof, or interest therein, in one or more parcels at public or private
      sale or sales, at any exchange, broker’s board or at any of Lender’s
      offices or elsewhere, at such prices and on such terms (including, but
      without limitation, a requirement that any purchaser of all or any part of
      the Collateral purchase the Collateral for investment and without any
      intention to make a distribution thereof) as it may deem best, for cash or
      on credit, or for future delivery without assumption of any credit risk,
      with the right to Lender or any purchaser to purchase upon any such sale
      the whole or any part of the Collateral free of any right or equity of
      redemption in Borrower, which right or equity is hereby expressly waived
      and released.  Any disposition made in accordance with the
      provisions of this paragraph shall be deemed to have been commercially
      reasonable.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              In
      addition to the foregoing, upon the occurrence of a default under any of
      the documents executed in connection herewith, Lender may, at its option
      and without demand or notice, exercise any of the rights and remedies of a
      secured party under the Uniform Commercial Code or any other applicable
      law.  If Lender disposes of any of the Collateral, the proceeds
      of such disposition shall be applied as set forth under applicable
      law.  Borrower specifically grants to Lender the right to apply
      such proceeds to the attorneys’ fees and legal expenses incurred by Lender
      in connection with the negotiation with Borrower and its representatives,
      successors or assigns, collection of the Obligations, or protection of
      Lender’s position.

            


    

    


    
      	
              (d)  

            	
              Borrower
      hereby covenants that, without Lender’s written consent, until all of the
      Obligations have been satisfied in full, Borrower will not sell, convey,
      or otherwise dispose of any of Borrower’s interest in the Collateral or
      any interest therein or create, incur, or permit to exist any pledge,
      mortgage, lien, charge, encumbrance or any security interest whatsoever in
      or with respect to any of the Collateral or the proceeds thereof, other
      than that created hereby, except as authorized by Lender in writing in its
      sole discretion.

            


    

    


    
      	
              (e)  

            	
              Borrower
      warrants and will, at its own expense, defend its right, title and the
      security interest in and to the Collateral against the claims of any
      person, firm, corporation or other
entity.

            


    

    


    
      	
              (f)  

            	
              Borrower,
      by entering into this Agreement and negotiating the terms hereof, hereby
      waives any rights it may have to demand any notices other than those
      provided for herein or required by law and any right to a hearing as a
      condition precedent to Lender’s exercise of its rights
      hereunder.

            


    

    


    
      	
              (g)  

            	
              If
      any notification of intended disposition of any of the Collateral is
      required by law, such notification shall be deemed reasonably and properly
      given upon deposit with the United States Postal Service at least ten (10)
      days before such disposition, postage prepaid, addressed to the Borrower
      at 1005 North
      19th Street, Middlesboro, Kentucky 40965.  Such deposit
      may be established by affidavit of a representative of Lender, receipts or
      other reasonable method.

            


    

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
 

    
      	
              (h)  

            	
              No
      delay or failure by Lender in the exercise of any right or remedy shall
      constitute a waiver thereof, and no single or partial exercise by Lender
      of any right or remedy shall preclude other or further exercise thereof or
      the exercise of any other right or
remedy.

            


    

    


    
      	
              (i)  

            	
              This
      Agreement and the rights and obligations of the parties hereunder shall be
      construed and governed by the laws of the State of North Dakota and shall
      be binding upon and inure to the benefit of the parties hereto and their
      successors and assigns.

            


    

    


    
      	
              (j)  

            	
              That
      upon Lender’s disposition of the Collateral, Borrower irrevocably consents
      that Lender or the purchaser of the Collateral shall become a substitute
      shareholder of the Company notwithstanding any provision of any agreement
      of the shareholders of the Company or other organizational documents of
      the Company to the contrary.

            


    

    


    
      	
              (k)  

            	
              That
      Borrower will not vote or consent to any action which would (i) terminate
      or dissolve the Company, (ii) have the effect, directly or indirectly, in
      diluting the percentage interest in the Company now represented by the
      Collateral and agrees that any such purported action shall be deemed null
      and void, and/or (iii) cause the issuance, directly or indirectly, of any
      ownership interest, debt or other interest in the Company which may have
      any rights superior to Lender in the Collateral, except as authorized by
      Lender in writing in its sole
discretion.

            


    

    


    4. Termination.  Upon
payment of all Obligations in full by Borrower, this Agreement shall be
automatically terminated without any action by the parties and shall be of no
further force or effect.

    


    


     

    
 

    [signature
page to follow]

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    IN WITNESS WHEREOF, the undersigned has
caused this Stock Pledge Agreement (Lee Oil Company, Inc.) to be duly executed
as of the day and year first above written.

     

     

    
      
        	 	HEARTLAND,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	Its      	 	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    
      
        	STATE
      OF  	 	)	 
	 	 	) ss	 
	COUNTY
      OF 	 	)	 


      

       

    

                  

    


    The
foregoing instrument was acknowledged before me this ___ day of ____________,
2008, by __________________, the ________________ of Heartland, Inc., a Maryland
corporation, on behalf of the corporation.

    


    
      
        	
                 

              	
                 

              	 	 
	 	 	Notary
      Public	 


      

    

     

     

     

     

     

    5