PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is
made as of the 1st day of March, 2000 (the "Effective Date"), by
LV ACQUISITION, LLC, an Ohio limited liability company (the
"Pledgor") and MEDPLUS, INC., an Ohio corporation ("Pledgee").
W I T N E S S E T H
WHEREAS, Pledgor is the beneficial owner of 585,000 shares
of the Common Stock of Learning Voyage, Inc., a Delaware
corporation ("LVI") (the "Pledged Shares");
WHEREAS, LVI entered into a Stock Redemption Agreement dated
March 1, 2000 (the "Redemption Agreement") pursuant to which LVI
agreed to redeem 585,000 shares of its Common Stock held by
Pledgee;
WHEREAS, under the terms and conditions of the Redemption
Agreement, LVI executed and delivered a Promissory Note in the
amount of $450,000 to Pledgee (the "Note") and the Note was
guaranteed by Pledgor (the "Guaranty"); and
WHEREAS, Pledgor executes and delivers this Agreement in
order to secure full performance of its obligations under the
Guaranty.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Define Terms. All defined terms used herein, but not
otherwise defined herein, shall have the meaning ascribed to such
terms in the Redemption Agreement.
2. Pledge. The Pledgor hereby pledges and grants to Pledgee, a
security interest in the following (the "Pledged Collateral"):
a. the Pledged Shares, and all proceeds, income, fees, profits,
surplus, dividends, distributions, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
Pledged Shares; and
b. all additional shares, options, warrants and rights to
purchase additional shares of LVI from time to time acquired by
the Pledgor (the "Additional Pledged Shares"), and all proceeds,
income, fees, profits, surplus, dividends, distributions, cash,
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of the Additional Pledged Shares.
3. Security for Obligations. This Agreement secures the payment
of all obligations of Pledgor now or hereafter existing under the
Guaranty whether for principal, interest, fees, expenses or
otherwise, (collectively, the "Obligations").
4. Delivery of Pledged Collateral. Pledgor shall cause the
pledge granted hereby to be recorded on the books and records of
LVI in accordance with applicable law immediately upon execution
of this Agreement.
5. Financing Statements. Concurrent with the execution of this
Agreement, the Pledgor shall execute Uniform Commercial Code
financing statements in recordable form designating the Pledgee
as the secured party with respect to the Pledged Collateral.
6. Representations and Warranties. The Pledgor hereby
represents and warrants as follows:
a. The Pledgor has full power and authority to enter into and
perform this Agreement. Neither the execution and delivery nor
any performance and observance by the Pledgor of the provisions
of this Agreement will violate any existing provision in any
instruments or agreements to which the Pledgor is bound or any
applicable law or otherwise constitute a default under any
contract or other obligation now existing and binding upon the
Pledgor.
b. The Pledgor is the legal and beneficial owner of the Pledged
Collateral free and clear of any liens, pledges, equities,
security interests, assignments, charging orders, restrictions,
options or other charges or encumbrances except for the pledge
and security interest created by this Agreement.
c. The pledge of the Pledged Collateral pursuant to this
Agreement and registration thereof pursuant to Section 5 creates
a valid and perfected first priority security interest in the
Pledged Collateral, securing the payment of the Obligations.
d. No authorization, approval, or other action by, and no notice
to or filing with, any governmental authority or regulatory body
is required either for the pledge by the Pledgor of the Pledged
Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by the Pledgor or the
remedies in respect of the Pledged Collateral pursuant to this
Agreement.
e. The Pledgor maintains its primary residence in Cincinnati,
Ohio.
7. Transfers and Other Liens. The Pledgor covenants and agrees
that it will not (i) sell, assign, transfer or otherwise dispose
of, or grant any option with respect to, any of the Pledged
Collateral, or any interest in the Pledged Collateral, or (ii)
create or permit to exist any lien, pledge, equity, security
interest, assignment, charging order, restriction, option or
other charge or encumbrance upon or with respect to any of the
Pledged Collateral, except for the pledge and security interest
as created by Agreement.
8. Events of Default. The following shall each constitute an
"Event of Default" under this Agreement:
a. A default by the Pledgor under the Guaranty and the
continuance of such default for ten days after Pledgee gives
Pledgor written notice of such default; or
b. Failure of any representation, warranty or covenant of
Pledgor contained in this Agreement in any material respect.
9. Remedies upon Default. If any Default shall have occurred
and be continuing, the Pledgee may exercise in respect of the
Pledged Collateral, in addition to other rights and remedies
provided for herein or otherwise available to Pledgee, all the
rights and remedies of a secured party on default under the
Uniform Commercial Code (the "Code") in effect in the State of
Ohio at that time.
10. Indemnification. The Pledgor shall indemnify and hold
harmless Pledgee from and against any and all reasonable
expenses, including the reasonable fees and expenses of its
counsel and of any experts and Pledgee, which the Pledgee may
incur in connection with (i) the sale of, collection from, or
other realization upon, any of the Pledged Collateral, (ii) the
exercise or enforcement of any of the rights of the Pledgee
hereunder, (iii) the defense or protection of the interests
granted or purported to be granted under this Agreement, and/or
(iv) the failure by the Pledgor to perform or observe any of the
provisions hereof.
11. Continuing Security Interest; Transfer of Note. This
Agreement shall create a continuing security interest in the
Pledged Collateral and shall (i) remain in full force and effect
until payment in full of the Obligations, (ii) be binding upon
the Pledgor, its heirs, executors, personal representatives,
successors and assigns, and (iii) inure to the benefit of the
Pledgee and its successors, transferees and assigns. Upon the
payment in full of the Obligations, the Pledgor shall be entitled
to the return, upon its request and at its expense, of such of
the Pledged Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.
12. General Provisions.
a. The Pledgor agrees that at any time and from time to time,
the Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action that may
be necessary or desirable in order to perfect and protect any
pledged interest or security interest granted or purported to be
granted hereby or to enable the Pledgee to exercise and enforce
its rights and remedies hereunder with respect to any Pledged
Collateral.
b. No amendment or waiver of any provision of this Agreement
nor consent to any departure by the Pledgor herefrom, shall in
any event be effective unless the same shall be in writing and
signed by the Pledgee, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given.
c. All notices and other communications provided for
hereunder shall be in writing and, if to the Pledgor, mailed or
delivered to it, addressed to it at LV Acquisition, LLC,
Mercantile Center, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxx 00000; if to the Pledgee, mailed or delivered to it,
addressed to it at MedPlus, Inc., 0000 Xxxxxxxx'x Xxxx Xxxxx,
Xxxxxxxxxx, Xxxx 00000; or as to either party at such other
address as shall be designated by such party in a written notice
to each other party complying as to delivery with the terms of
this Section 13. All such notices and other communications when
mailed or delivered, shall be effective when deposited in the
mails or delivered, as the case may be, addressed as aforesaid.
d. If any clause or provision of this Agreement is determined
to be illegal, invalid, or unenforceable under any present or
future law by the final judgment of a court of competent
jurisdiction, the remainder of this Agreement will not be
affected thereby. It is the intention of the parties that if any
such provision is held to be illegal, invalid or unenforceable,
there will be added in lieu thereof a provision as similar in
terms to such provisions as is possible that will be legal, valid
and enforceable.
e. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
f. Section headings used in this Agreement are for
convenience only and shall not affect the construction of this
Agreement.
g. This agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered on March 8, 2000 to be
effective as of the Effective Date..
PLEDGEE: PLEDGOR:
MEDPLUS, INC. LV ACQUISITION, LLC
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx X. Dirksin
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP Finance, CFO Title: Member
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pledge and security agreement::ODMA\MHODMA\CINTI;526691;4
pledge and security agreement::ODMA\MHODMA\CINTI;526691;4
