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PLEDGE AGREEMENT
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THIS PLEDGE AGREEMENT IS EFFECTIVE AS OF JUNE 5, TWO THOUSAND,
hereinafter referred to as the "Agreement";
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BETWEEN:
A PECES B.V., a corporation incorporated under the laws of the
Netherlands, represented by Paul Stok, (hereinafter referred
to as "Peces")
- and -
B RENDEX B.V., a corporation incorporated under the laws of the
Netherlands, represented by Rene Brouwer, (hereinafter
referred to as "Rendex")
- and -
C VAN VEEN BOYS B.V., a corporation incorporated under the laws
of the Netherlands, represented by Kees Van Veen, (hereinafter
referred to as "Van Veen")
- and -
D WODAN B.V., a corporation incorporated under the laws of the
Netherlands, represented by Gijs Pol, (hereinafter referred to
as "Wodan")
(Parties "a" through "d" collectively hereinafter referred to
as the "Pledgors")
- and -
E E-AUCTION GLOBAL TRADING INC., a corporation incorporated
under the laws of the sate of Nevada USA, represented by David
W. A. Hackett, hereinafter referred to as Pledgee
The Pledgors and Pledgee are hereinafter collectively referred
to as the "Parties";
WHEREAS:
o Pledgors each will enter into a share purchase agreement concerning all
their shares in Kwatrobox B.V. (the "Shares") with v-Wholesaler.com
B.V. and Pledgee under the terms and conditions as recorded in a draft
share purchase agreement between Pledgors, v-Wholesaler.com B.V. and
Pledgee a copy of which agreement is attached to this Agreement (the "
Draft Share Purchase Agreement") as Schedule 1;
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o Parties hereto have further agreed that the transfer of ownership of
the Shares by each Pledgor to v-Wholesaler.com B.V. will not take place
before August 31, 2000.
o The signing of the final purchase agreement by the parties thereto will
take place on or before August 31, 2000.
o Pledgors will receive the first instalment of the Purchase Price for
the Shares in the amount of NLG Seven Hundred and fifty Thousand
(750,000) in cash and of Five Hundred Thousand (500,000) e-Auction
shares, before August 31, 2000 from e-Auction on behalf of
v-Wholesaler.com.
o Parties have agreed that Pledgors shall establish a pledge on the
Shares as security for the obligations of each of the Pledgors to
Pledgee to deliver and transfer the ownership the Shares by each of
them to v-Wholesaler.com B.V..
NOW THEREFORE PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE 1 PLEDGE
1.1 In the event that after receipt by each Vendor of the first instalment
of the Purchase Price, as mentioned above and in article 2.3 of the
Draft Share Purchase Agreement, one or more of the Vendors refuses to
sign and execute the final share purchase agreement in the form of the
Draft Share Purchase Agreement on or before August 31, 2000 and/or
defaults on its obligation to transfer the ownership of all its Shares
to v-Wholesaler.com B.V. on first written request by Pledgee or
v-Wholesaler.com B.V. on or after August 31, 2000, each of the Vendors
in default will forfeit to e-Auction or, to the sole discretion of
Pledgee, an irrevocable penalty fee not open to judicial mitigation in
the amount of NLG Five Hundred Thousand (500.000), which conditional
penalty fee is will be secured by pledging to the Pledgee all the
Shares each Vendor holds.
1.2 Pledgors shall not without the prior written approval of Pledgee create
or permit to exist any other right of pledge charge or encumbrance
whatsoever with respect to the Shares, except for the right of pledge
created under this Agreement.
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1.3 Each of the Pledgors represents, warrants and undertakes to Pledgee:
a) that it is fully authorised to pledge the Shares mentioned
under Article 1.1;
b) that the Shares are free of any liens and encumbrances and
that no other ownership rights rest on them;
c) that the execution and performance of this Pledge Agreement
does not and will not contravene (i) the articles of association of
Pledgors, (ii) any credit, loan or mortgage agreement, charge,
guarantee or other instrument binding on Pledgors.
The representations and warranties set out above shall survive the
execution of this Agreement and shall be deemed to be repeated so long
as any of the existing obligations of Pledgors and any obligations
resulting from this Agreement towards Pledgee are outstanding, with
reference to the facts and circumstances then existing, as if made at
such time.
ARTICLE 2 EXECUTION OF DEED OF PLEDGE
2.1 In order to create the pledge as described in Article 1 above, Pledgors
shall, against the payment of the first instalment of the Purchase
Price to each of them, cause to be execute by a civil law notary a Deed
of Pledge, substantially in the format as is attached to this agreement
as schedule 2.
2.2 The Deed of Pledge will be executed before Mr. Michel Dick van
Waateringe, Civil Law Notary in Amsterdam, The Netherlands, or a deputy
of Mr. Van Waateringe. Mr. Van Waateringe, is a civil law notary of
Holland Van Gijzen advocaten en notarissen, the firm of the external
legal advisors to the Pledgee. Pledgors acknowledge that they are aware
of the provisions 9 and 10 of the guidelines concerning the association
between civil law notaries and barristers/solicitors as established by
the Royal Professional Association of Civil Law Notaries (Koninklijke
Notariele Beroepsorganisatie). The Pledgors agree that Holland Van
Gijzen advocaten en notarissen might in the future advise and act on
behalf of Pledgee with respect to this Agreement and the execution
thereof, including any dispute.
ARTICLE 3 DEFAULT BY PLEDGORS
3.1 If and when Pledgors shall fail to perform any of its existing
obligations to deliver and transfer the Shares to the Pledgee on or
after August 31,2000, to sign and execute the final share purchase
agreement in the form of the Draft Share Purchase Agreement or any
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obligations towards Pledgee under this Agreement or gives Pledgee good
reason to fear that such obligations will not be performed, Pledgee
shall without prejudice to its other statutory rights be entitled to
take recourse on the Shares in accordance with the Dutch civil code.
3.2 Nothing in this Agreement shall prevent Pledgee from exercising any and
all of its rights and remedies under this Agreement or any agreement to
which Pledgee are a party provided that, insofar Dutch law is
applicable, the exercise of such rights and remedies does not violate
mandatory provisions of Dutch law.
3.3 Pledgors declares to give their full co-operation in respect of any
acts of Pledgee as set forth in Article 3.1 and/or arising out of the
non-fulfilment by Pledgors of their existing obligations towards
Pledgee or any obligations under this Agreement and grant an
irrevocable power of attorney, with the right of substitution to
Pledgee, which irrevocable power of attorney shall survive to the
fullest extent permitted by law, to do anything that Pledgee may deem
useful and/or necessary in connection with such non-fulfilment.
3.5 No failure on the part of Pledgee to exercise, and no course of dealing
with respect to, and no delay in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise by Pledgee of any right, power or remedy hereunder
preclude any other or further exercise thereof. The remedies herein
provided are, to the fullest extent permitted by law, cumulative and
are not exclusive of any remedies provided by law.
ARTICLE 4 COSTS
All costs relating to creation of the pledge as described in this
Agreement and to all acts in connection therewith shall be borne by
Pledgee.
ARTICLE 5 APPLICABLE LAW AND DISPUTES
5.1 This Agreement and all agreements resulting from it and their
implementation shall be governed by Dutch law.
5.2 All disputes arising from this Agreement or from other subsequent
agreements shall be settled exclusively by the competent court in
Amsterdam, the Netherlands.
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ARTICLE 6 MISCELLANEOUS
6.1 Pledgors and Pledgee hereby waive the right to dissolve this Agreement
pursuant to article 6:265 of the Netherlands Civil Code or on any other
ground.
6.2 Amendments or additions to the provisions of this Agreement may be
implemented after all Parties have signed a letter for approval, which
letter shall be attached to this Agreement and shall form an integral
part thereof.
6.3 Reference to this Agreement shall include reference to the Schedules
hereto.
6.4 Reference to any statute or statutory provisions includes a reference
to that statute or statutory provision as from time to time amended,
extended or re-enacted, with or without amendment.
6.5 Unless there is something inconsistent in the subject or context, words
denoting the singular number include the plural and vice versa; words
denoting one gender include the other gender; words denoting
individuals include corporations and vice versa; and references to
`person' include a firm or corporation.
6.6 Unless the context otherwise requires, a reference to a clause or a
schedule is to a clause or schedule of this Agreement.
6.7 the considerations to this Agreement form an integral part of the
agreement between Parties
THUS DONE IN AMSTERDAM, THE NETHERLANDS, ON JUNE 5, TWO THOUSAND.
E-AUCTION GLOBAL TRADING INC.
Per:
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Authorized Signing Officer
PECES B.V.
Per:
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Authorized Signing Officer
RENDEX B.V.
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Per:
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Authorized Signing Officer
VAN VEEN BOYS B.V.
Per:
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Authorized Signing Officer
WODAN B.V.
Per:
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Authorized Signing Officer
