11.8 OF THE SECURITIES PURCHASE AGREEMENT.
SECTION 14.
CONTINUING SECURITY INTEREST.
(A)
THIS AGREEMENT SHALL CREATE A CONTINUING
SECURITY INTEREST IN THE PLEDGED COLLATERAL AND SHALL (I) REMAIN IN FULL FORCE
AND EFFECT UNTIL THE PAYMENT IN FULL OF THE PLEDGOR'S OBLIGATIONS UNDER THE TERM
NOTE AND UNDER THIS AGREEMENT, (II) BE BINDING UPON THE PLEDGOR, ITS SUCCESSORS
AND ASSIGNS, AND (III) INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE
NOTEHOLDER AND ITS SUCCESSORS, TRANSFEREES AND ASSIGNS.
(B)
UPON THE PAYMENT IN FULL OF THE PLEDGOR'S
OBLIGATIONS UNDER THE TERM NOTE AND UNDER THIS AGREEMENT, THE SECURITY INTEREST
GRANTED HEREBY SHALL TERMINATE AND ALL RIGHTS TO THE PLEDGED COLLATERAL SHALL
REVERT TO THE PLEDGOR.
UPON ANY SUCH TERMINATION, THE NOTEHOLDER WILL, AT THE
PLEDGOR'S EXPENSE, RETURN TO THE PLEDGOR SUCH OF THE PLEDGED COLLATERAL AS SHALL
NOT HAVE BEEN SOLD OR OTHERWISE APPLIED PURSUANT TO THE TERMS HEREOF AND EXECUTE
AND DELIVER TO THE PLEDGOR SUCH DOCUMENTS AS THE PLEDGOR SHALL REASONABLY
REQUEST TO EVIDENCE SUCH TERMINATION.
SECTION 15.
GOVERNING LAW; TERMS.
THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, IN RESPECT OF
5
ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK. ANY ACTION, SUIT OR PROCEEDING INITIATED BY
ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY,
STATE OF NEW YORK.
TO THE EXTENT IT MAY LEGALLY DO SO, EACH PARTY HERETO
SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT, WAIVES AND
AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIMS OF
FORUM NON CONVENIENS OR THAT THE VENUE OF ANY SUCH ACTION, SUIT OR PROCEEDING IS
IMPROPER OR THAT THIS AGREEMENT OR ANY DOCUMENT OR INSTRUMENT REFERRED TO HEREIN
MAY NOT BE LITIGATED IN SUCH COURT.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
duly executed and delivered as of the date first above written.
PLEDGOR:
Time America, Inc., a Nevada corporation
Address for Notices:
51 West Third Street, Suite 310
Tempe, Arizona 85281
Attention: Craig J. Smith, Chief Financial Officer
Facsimile: (480) 967-5444
By:
Name:
Title:
NOTEHOLDER:
Laurus Master Fund, Ltd.,
a Cayman Islands company
Address for Notices:
c/o Ironshore Corporate Services Ltd.
P.O. Box 1234 G.T., Queensgate House,
South Church Street,
Grand Cayman, Cayman Islands
Fax: 345-949-9877
By:
Name:
Title:
6
SCHEDULE A
Attached to and forming a part of that certain
Stock Pledge Agreement dated March 22, 2004, by and between
Time America, Inc., a Nevada corporation and
Laurus Master Fund, Ltd., a Cayman Island company
Pledged Securities
Class of Security
Certificate
No(s) (if any)
Number
of Shares (Units)
Common