Unassociated Document


    PLEDGE
AGREEMENT

     

    


     

    This
Pledge Agreement (this “Agreement”) is made
and entered into as of December 12, 2008, by and between Lantern Advisors, LLC
(“Secured
Party”), and the undersigned persons identified as “Pledgors”
(collectively, the “Pledgors”), in
connection with that certain Promissory Note of Webdigs, Inc., a Delaware
corporation (“Webdigs”), made in
favor of Secured Party of even date herewith and in the principal amount of
$250,000 (the “Note”).  In
consideration of the mutual covenants and promises herein contained, the parties
hereby agree:

     

     

    1.           Security
Interest

     

    .  For
value received, the Pledgors hereby grant Secured Party a security interest in
certain shares of common stock of Webdigs owned by the Pledgors and aggregating
4,510,940 shares (such shares of common stock are hereinafter referred to as the
“Collateral”),
as indicated in the table below:

     

    
      	
              Pledgor

            	 
      	
              Shares Comprising
  Collateral

            
	
              Robert
      A. Buntz, Jr.

            	 
      	
              2,084,696

            
	
              Thomas
      Meckey

            	 
      	
              602,078

            
	
              Jesse
      Olson

            	 
      	
              602,078

            
	
              Edward
      Wicker

            	 
      	
              620,102

            
	
              Edward
      Graca

            	 
      	
              601,986

            


    

    


     

    2.           Obligation
Secured

     

    .  The
Collateral secures payment of all obligations under the Note.

     

     

    3.           Certain Representations and
Covenants Respecting the Collateral

     

    .

     

    (a)           Upon
issuance, the Collateral will be free and clear of all liens, encumbrances,
security interests, restrictions on transfer and other restrictions, except this
security interest, the terms and conditions of this Agreement, and any customary
conditions to transfer contained in the corporate bylaws of
Webdigs.  From and after the date hereof, each Pledgor will keep the
Collateral free and clear of all liens, encumbrances, and security interests,
except this security interest, the terms and conditions of this Agreement, and
any customary conditions to transfer contained in the corporate bylaws of
Webdigs.

     

    (b)           Each
Pledgor will duly endorse, in blank, each and every instrument constituting
Collateral by signing on said instrument or by signing a separate document of
assignment or transfer, and delivering such instrument or assignment
concurrently herewith or within 10 days of the date hereof.

     


    
      
        
           

           

        

         


      

      
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    (c)           For
so long as obligations remain outstanding under the Note, and no Event of
Default (as defined below) shall have occurred hereunder, the Secured Party will
not:  (i) exercise any voting rights with respect to such Collateral,
specifically including but not limited to the execution and delivery of written
consents, proxies or ballots or the exercise of any other rights of a holder of
shares of Webdigs common stock, its certificate of incorporation, corporate
bylaws, any shareholder agreements or applicable federal or state law (e.g.,
appraisal rights); or (ii) be entitled to receive any economic benefits or
proceeds from such Collateral; provided, however, that in
the event of a distribution or dividend to all holders of Webdigs common stock,
a sale of shares of common stock of Webdigs (including the Collateral), or a
merger or consolidation or share exchange in which the holders of Webdigs common
stock receive consideration in cash or in kind; then, in any such case, Secured
Party shall have a right to proceeds from the Collateral but only to the extent
sufficient to extinguish all obligations secured by this
Agreement.  No party to this Agreement may sell or otherwise transfer
any Collateral without the express and prior written consent of Secured Party,
except that Secured Party may sell or otherwise transfer Collateral in the
process of, and after, foreclosure thereon.

     

    (d)           The
security interest in the Collateral granted to Secured Party under this
Agreement shall immediately and automatically, without any further action by the
parties hereto, be released upon full performance and payment of all obligations
under the Note.  The Secured Party covenants and agrees to return to
Pledgors all certificates and other instruments representing or associated with
the Collateral promptly upon payment of all obligations under the
Note.

     

     

    4.           Events of
Default

     

    .  An
“Event of
Default” hereunder shall occur when and as an event of default occurs
under the terms of the Note.

     

     

    5.           Remedies Upon Event of
Default

     

    .  Upon
the occurrence of an Event of Default and at any time thereafter, the Secured
Party may give notice of the Event of Default to Pledgors.  If such
Event of Default is not cured within ten days after such notice is given, the
Secured Party may thereupon exercise and enforce with respect to the Collateral
any or all rights and remedies available upon default to the Secured Party under
the Uniform Commercial Code, specifically including but not limited to the right
(i) to offer and sell the Collateral privately to purchasers who will agree to
take the Collateral for investment and not with a view to distribution and the
right to redeem the Collateral, or (ii) to possess and hold the Collateral in
strict foreclosure.

     

    If notice
to Pledgors of any intended disposition of the Collateral or any other intended
action is required by law in a particular instance, such notice shall be deemed
commercially reasonable if given at least 10 calendar days prior to the date of
intended disposition or other action.  Nothing in this Agreement shall
abridge the Secured Party’s right to exercise or enforce any or all other rights
or remedies available to the Secured Party  by law or agreement
against the Collateral, against Pledgors or against any other person or
property.

     


    
      
        
           

           

        

         


      

      
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    6.           General
Provisions

     

    .  Any
disposition of the Collateral in the manner provided in Section 0 above shall be deemed commercially
reasonable.  This Agreement can be waived, modified, amended,
terminated or discharged, and this security interest can be released, only
explicitly in a writing signed by the Secured Party.  All rights and
remedies of the Secured Party shall be cumulative and may be exercised
singularly or concurrently, at the Secured Party’s option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other.

     

    All
notices to be given to Pledgors shall be deemed sufficiently given if delivered
or mailed by registered or certified mail, postage prepaid, to the last known
address of Pledgors or to the address of Pledgors set forth on the stock
register of Webdigs.  The Secured Party is not obligated to preserve
any rights Pledgors may have against prior parties, to realize on the Collateral
at all or in any particular manner or order, or to apply any cash proceeds of
the Collateral in any particular order of application.  This Agreement
shall be binding upon and inure to the benefit of Pledgors and the Secured Party
and their respective successors and assigns.

     

    Except to
the extent otherwise required by law, this Agreement shall be governed by the
internal laws of the State of Minnesota, and, unless the context otherwise
requires, all terms used herein which are defined in Articles 1 and 9 of the
Uniform Commercial Code, as in effect in such State, shall have the meanings
therein stated.  If any provision or application of this Agreement is
held unlawful or unenforceable in any respect, such illegality or
unenforceability provision or application had never been contained herein or
prescribed hereby.  All representations and warranties contained in
this Agreement shall survive the execution, delivery and performance of this
Agreement and the creation and payment of the indebtedness evidenced by the
Note.

     

    Each
party to this Agreement will, on or any time after the date hereof, execute such
further documents or instruments and take such further actions as may reasonably
be requested by the other parties to effect the purposes of this
Agreement.

     

    


     

    


     

    Signature
Page Follows

     


    
      
        
           

           

        

         


      

      
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    In
Witness Whereof, the parties hereto have executed this Pledge Agreement to be
effective as of the date first written above.

    
      
        	      
                PLEDGORS:

                 

              	 	 	
                SECURED
      PARTY:

                 

                 

              	 
	
                /s/
      Robert A. Buntz, Jr.

              	 	 	
                /s/
      Joseph A. Geraci, II

              	 
	Robert A. Buntz,
      Jr.	 	 	
                Joseph
      A. Geraci, II

              	 
	
                 

              	 	 	
                Member-Manager

              	 


      

    

     

    
      
        
          	 	 	 	 	 
	
                  /s/
      Thomas Meckey

                	 	 	
                   

                	 
	
                  Thomas
      Meckey

                	 	 	 	 
	
                   

                	 	 	
                   

                	 


        

      

    

     

    
      
        
          	 	 	 	 	 
	
                  /s/
      Edward P. Wicker

                	 	 	
                   

                	 
	
                  Edward
      P. Wicker

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

     

    
      
        
          	 	 	 	 	 
	
                  /s/
      Jesse Olson

                	 	 	 	 
	
                  Jesse
      Olson

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

     

    
      
        
          	 	 	 	 	 
	
                  /s/
      Edward M. Graca

                	 	 	
                   

                	 
	
                  Edward
      M. Graca

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

     

     

    
      
         

      

      
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