**Exhibit 10.42                                                 Equityand Stock Pledge Agreement**

 

        ThisEQUITY AND STOCK PLEDGE AGREEMENT (the "Agreement" or “Pledge Agreement”) is made and entered into as ofAugust 1, 2012, by and between KIWIBOX.COM, INC.**,** a Delaware corporation, having its principal offices at 330 West 38thStreet, Suite 1602, New York, New York 10018 (the “Company” or the “Pledgor”) and the creditors named andlisted on the Signature Page hereof (the “Pledgees” or the “Holders”).

 

***BACKGROUND:***

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**WHEREAS,**the Company has enteredinto loan agreements with the four (4) Holders for an aggregate of up to $13,000,000 of loan principal and has issued to them itsnew Class AA Senior Secured Convertible Revolving Promissory Notes (the “Company Notes”) of even date herewith, copiesof which are attached hereto as Exhibit A, which contains the promise of the Company to secure the repayment of the Company Notesby with the pledge all of the limited partnership interests of the Pledgor’s wholly-owned German subsidiary, KWICK! CommunityGmbH & Co. KG, a private German limited partnership (“KG”), and all of its shares of the sole general partner ofKG, KWICK! Community Beteiligungs GmbH (“GmbH”, with KG and GmbH sometimes collectively referred to as “Kwick”),and we refer to all of KG’s limited partnership interests and all of GmbH’s shares, collectively as the “KWICK!Shares or the “Pledged Shares”, and

 

**WHEREAS**, The Pledgor desires toaccommodate its promises pledge the Pledged Shares as security to the Holders for the repayment by the Company Notes and enterinto this Pledge Agreement for such purposes.

 

**NOW, THEREFORE**, the parties agreeas follows:

 

        **1.     *Creationof Security Interest*.** Pledgor hereby grants to the Holders, on a *pari passu* basis, and the Holders hereby accept,a first and present security interest in (i) the Pledged Shares, (ii) all Dividends (as defined in Section 5 hereof),and (iii) all Additional Securities (as defined in Section 6 hereof) to secure payment of the Company Notes and performanceof all Pledgor's obligations under this Pledge Agreement. For purposes of this Pledge Agreement, the Pledged Shares, all Dividendsand all Additional Securities will hereinafter be collectively referred to as the "***Collateral”.*** Pledgoragrees that the Collateral will be deposited with and held by the Escrow Agent (as defined herein) and that, notwithstanding anythingto the contrary set forth herein, for purposes of carrying out the provisions of this Pledge Agreement, Escrow Agent will act solelyfor the Company as its agent.

 

        **2.     *Representationsand Warranties and Covenants Regarding Collateral*.** Pledgor hereby represents and warrants to the Holders that Pledgor hasgood title (both record and beneficial) to the Collateral, free and clear of all claims, pledges, security interests, liens orencumbrances of every nature whatsoever, and that Pledgor has the right to pledge and grant the Holders the security interest inthe Collateral granted under this Pledge Agreement. Pledgor further agrees that, until all sums due under the Company Notes havebeen paid in full, and all of the obligations under this Pledge Agreement have been performed, Pledgor will not, without the Holders’prior written consent, (i) sell, assign or transfer, or attempt to sell, assign or transfer, any of the Collateral, or (ii) grantor create, or attempt to grant or create, any security interest, lien, pledge, claim or other encumbrance with respect to any ofthe Collateral or (iii) suffer or permit to continue upon any of the Collateral during the term of this Pledge Agreement,an attachment, levy, execution or statutory lien.

 

        **3.     *Rightson Default*.** Upon an occurrence of an Event of Default under the Company Notes, the Holders will have full power to sell,assign and deliver or otherwise dispose the whole or any part of the Collateral at any broker's exchange or elsewhere, at publicor private sale, at the option of the Holders, in order to satisfy any part of the obligations of Company now existing or hereinafterarising under the Company Notes or under this Pledge Agreement. On any such sale, the Holders or their assigns may purchase allor any part of the Collateral. In addition, at their sole option, the Holders may elect to retain all the Collateral in full satisfactionof the Company’s obligation under the Company Notes, in accordance with the provisions and procedures set forth in the NewYork Uniform Commercial Code. Pledgor agrees at the Holders’ request, to cooperate with the Holders in connection with thedisposition of any and all of the Collateral and to execute and deliver any documents which the Holders shall reasonably requestto permit disposition of the Collateral.

 

 

        **4.     *AdditionalRemedies*.** The rights and remedies granted to the Holders herein upon an Event of Default will be in addition to all therights, powers and remedies of the Holders under the New York Uniform Commercial Code and applicable law and such rights, powersand remedies will be exercisable by the Holders with respect to all of the Collateral. Pledgor agrees that the Holders’ reasonableexpenses of holding the Collateral, preparing it for resale or other disposition, and selling or otherwise disposing of the Collateral,including attorneys' fees and other legal expenses, will be deducted from the proceeds of any sale or other disposition and willbe included in the amounts Pledgor must tender to redeem the Collateral. All rights, powers and remedies of the Holders will becumulative and not alternative. Any forbearance or failure or delay by the Holders in exercising any right, power or remedy hereunderwill not be deemed to be a waiver of any such right, power or remedy and any single or partial exercise of any such right, poweror remedy hereunder will not preclude the further exercise thereof.

 

        **5.     *Dividends;Voting*.** All dividends hereinafter declared on or payable with respect to any Collateral during the term of this PledgeAgreement (excluding only ordinary cash dividends, which will be payable to Pledgor so long as no Event of Default has occurredunder the Company Notes) (the "***Dividends***") will be immediately delivered to the Company to be held in pledgeunder this Pledge Agreement. Notwithstanding this Pledge Agreement, so long as Pledgor owns the KWICK! Shares and no Event of Defaulthas occurred under the Company Notes, Pledgor will be entitled to vote any shares comprising the Collateral, subject to any proxiesgranted by Pledgor.

 

        **6.     *Adjustments*.**In the event that during the term of this Pledge Agreement, any stock dividend, reclassification, readjustment, stock split orother change is declared or made with respect to the Collateral, or if warrants or any other rights, options or securities areissued in respect of the Collateral, (the "***Additional Securities***") then all new, substituted and/or additionalshares or other securities issued by reason of such change or by reason of the exercise of such warrants, rights, options or securities,will be (if delivered to Pledgor, immediately surrendered to the Company and) pledged to the Holders to be held under the termsof this Pledge Agreement as and in the same manner as the Collateral is held hereunder.

 

**7*. Appointmentof Escrow Agent.*** The Holders and the Pledgor hereby appoint the Chief Financial Officer of the Company, Craig Cody, toserve as Escrow Agent under the terms of this Pledge Agreement. Escrow Agent shall hold the Collateral, including the certificatesrepresenting the Pledged Shares and the accompanying stock powers, in escrow. Escrow Agent shall release such parts or all of theCollateral from escrow as instructed by a writing, signed by the Company and all of the Holders named in this Pledge Agreement.In the event that the Escrow Agent determines, in his sole and absolute discretion, that there is a “Dispute”, definedbelow, between the parties, Escrow Agent is hereby expressly authorized to: (A) provide all parties with a 30-day written noticethat Escrow Agent has determined that there is a Dispute under this Pledge Agreement, detailing in the notice the facts and circumstancescomprising the Dispute, and informing the parties that unless Escrow Agent receives a signed document by all parties resolvingthe Dispute within such 30-day notice period, Escrow Agent shall be further authorized to deposit the Collateral with the SupremeCourt, New York County, State of New York, to hold pending resolution of the Dispute, and Escrow Agent shall, in such event, bereleased from his duties and obligations under this Pledge Agreement. For all purposes under this Pledge Agreement, “Dispute”shall mean any matter of interpretation, construction or application of any one or more term and/or provision of the Pledge Agreement,any communication or notice received from one or more of the parties to this Pledge Agreement, whether oral or written, raisingan issue or point of disagreement, objection, or the like with respect to any duty, obligation or proposed action by Escrow Agentand which, in the sole and absolute discretion of the Escrow Agent, represents a legal or factual conflict between one or moreof the parties to this Pledge Agreement. Notwithstanding anything to the contrary set forth herein, the parties herby agree todefend Escrow Agent and hold him harmless from and against any liability of any nature arising out of or in connection with hisagreement to serve as Escrow Agent and the performance of his duties and obligations hereunder, except, however, in the case suchliability arises out of or in connection with Escrow Agent’s gross negligence or willful wrongdoing.

 

 

        **8.     *Redeliveryof Collateral; No Release for Partial Payment.***

 

        (a)   Untilall obligations of the Company under the Company Notes and under this Pledge Agreement have been satisfied in full, all Collateralwill continue to be held in pledge under this Pledge Agreement.

 

        (b)   Uponperformance of all of the Company’s obligations under the Company Notes and this Pledge Agreement, the Holders will immediatelyauthorize the Escrow Agent to redeliver the Collateral to Pledgor and this Pledge Agreement will terminate.

 

        **9.****     *FurtherAssurances*.**Pledgor shall, at the request of one or more of the Holders, execute anddeliver such further documents and take such further actions as the Holders shall reasonably request to perfect and maintain theHolder’s security interest in the Collateral, or in any part thereof.

 

        **10.   *Successorsand Assigns*.** This Pledge Agreement will inure to the benefit of the respective heirs, personal representatives, successorsand assigns of the parties hereto.

 

        **11.   *GoverningLaw; Severability*.** This Pledge Agreement will be governed by and construed in accordance with the internal laws of theState of New York, excluding that body of law relating to conflicts of law. Should one or more of the provisions of this PledgeAgreement be determined by a court of law to be illegal or unenforceable, the other provisions nevertheless will remain effectiveand will be enforceable.

 

        **12.   *Modification;Entire Agreement*.** This Pledge Agreement will not be amended without the written consent of all parties hereto. This PledgeAgreement, together with the Company Notes constitute the entire agreement of the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and understandings related to such subject matter.

 

***[Signatures on Following Page]***

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IN WITNESS WHEREOF, the parties hereto have executed this PledgeAgreement as of the date and year first above written.

 

 

 

  

 

**Exhibit A**

Copies of

Class AA Senior Secured Convertible RevolvingPromissory Notes

Dated as of August 1, 2012 and Issued to:

Discover Advisory Company, Cambridge Services,Inc., Kreuzfeld Ltd. and VGZ