OF ITS
INDEBTEDNESS, OR BY SUCH OTHER MEANS PROVIDED BY LAW; PROVIDED, HOWEVER, NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) OR ANY OTHER SECURITY
FOR THE OBLIGATIONS UNDER THE NOTE OR THIS AGREEMENT, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF SECURED PARTY.
PLEDGOR HEREBY EXPRESSLY (A)
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS, AND
(C) HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS
DEEMED APPROPRIATE BY SUCH COURT.
PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF ANY SUCH SUMMONS, COMPLAINT OR OTHER PROCESS MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO PLEDGOR AT THE ADDRESS SET FORTH IN
SECTION 15 HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAIL, PROPER POSTAGE PREPAID.
21.
WAIVER OF JURY TRIAL.
TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND ANY OTHER DOCUMENTS
EXECUTED IN CONNECTION THEREWITH.
EACH PARTY HERETO (I) CERTIFIES THAT NEITHER
OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS HEREIN.
[Signature page follows]
IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be
executed and delivered by their respective duly authorized representatives as of
the date first written above.
PLEDGOR:
ESPRE SOLUTIONS, INC.
By:
/s/ Peter Ianace
Name: Peter Ianace
Title: Chief Executive Officer
[Signatures Continue on Following Page]
SECURED PARTY:
DALCOR INC.
By:
/s/ Oliver Chappaz
Name: Oliver Chappaz
Title: Authorized Signatory and Attorney-in-fact
Schedule I
PART A
PLEDGED SHARES
Pledged Entity
Class of Stock
Stock Certificate Number(s)
Number of Shares
Percentage of Outstanding Shares
Blideo Inc.
Common
1
200,000
Blideo Inc.
Common
4
100,000
Blideo Inc.
Common
5
150,000
Blideo Inc.
Common
20
50,000
Blideo Inc.
Common
36
95,833
PART B
PLEDGED INDEBTEDNESS
Pledged Entity
Initial Principal Amount
Issue Date
Maturity Date
Interest Rate
Schedule I
Schedule II
PLEDGE AMENDMENT
This Pledge Amendment, dated ___________ ___, 2___ is delivered pursuant to
Section 6(d) of the Pledge Agreement referred