STOCK PLEDGE AGREEMENT
Agreement (Purchase Stock Pledge Agreement) dated this day of March, 2002,
between RMS TITANIC, INC. (Secured Party), having its principal office at 0000
Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 and ARGOSY INTERNATIONAL,
LTD. (Debtor), having its principal office at X.X. Xxx 000, Xxxxxxxxxxxxxx,
Xxxxx and Caicos Islands, B.W.I.
W I T N E S S E T H :
WHEREAS, Debtor is indebted to Secured Party in the amount of ONE MILLION
ONE HUNDRED THOUSAND ($1,100,000 U.S.) DOLLARS U.S., all in accordance with a
certain agreement (the Purchase Agreement) executed contemporaneously with the
execution of this Purchase Stock Pledge Agreement; and
WHEREAS, Secured Party desires to have a security interest in all of the
shares of common stock of Secured Party owned of record and beneficially by
Debtor.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
1. Definitions. When used herein, the terms set forth below shall be
defined as follow:
(a) Obligations means all of the monies owed by Debtor to Secured Party
arising out of the right of sale by Secured Party to Debtor of the issued and
outstanding shares of stock of Danepath, Ltd.
(b) Collateral means all the shares of stock of Secured Party owned of
record and beneficially by Debtor as of the date of this Stock Pledge Agreement.
(c) Event of Default means (i) any default with respect to payment or
performance of any of the Obligations, or (ii) the breach of any covenant made
by purchaser to seller as set forth in the Purchase Agreement; (iii) the
acceleration of all monies due Secured Party in accordance with the Purchase
Agreement, or (iv) insolvency of any of the Debtor, or (v) a creditor's
committee is appointed for the business of any of the Debtor, or (vi) the
assignment for the benefit of creditors or a petition in bankruptcy, or for a
receiver or trustee for any or all property or assets of any of the Debtor, or
any such receiver or trustee shall have been appointed to any or all property or
assets of any of the Debtor, or (vii) any of the above actions or proceedings
whatsoever are commenced by or against any of the Debtor, or (viii) a proceeding
is filed or commenced by or against any of the Debtor for dissolution or
liquidation, or (ix) any of the Debtor dies (if any individual) or voluntarily
or involuntarily terminates or dissolves or is terminated or dissolved.
2. Pledge of Collateral. To secure the payment and performance of the
Obligations, the Debtor hereby pledges, assigns and transfers to Secured Party
and grants Secured Party a continuing security interest in and to all of the
Collateral.
3. Representations and Warranties. Debtor is the owner of the shares of
stock which is the subject matter of the Collateral owned by Debtor, free and
clear of any claim. Such shares of stock were validly issued, and are fully paid
and non-assessable.
4. General Covenants.
(a) Secured Party shall (i) collect or protect the Collateral or any
proceeds thereof or give any notice with respect thereto; (ii) preserve the
rights of any of the Debtor with respect to the Collateral against prior
parties; (iii) preserve rights against any parties to any instrument or chattel
paper which may be a part of the Collateral; (iv) sell or otherwise realize upon
the Collateral; or (v) seek payment from any particular source. Without limiting
the generality of the foregoing, Secured Party shall not be obligated to take
any action in connection with any conversion, call, redemption, retirement or
any other event relating to any of the Collateral.
(b) After payment or part of Obligations, Secured Party may, at its option
retain all or any portion of the Collateral as security for any remaining
Obligations and retain this agreement as evidence of such security. Debtor
agrees to reimburse Secured Party on demand, for any amounts paid or advanced by
Secured Party for the purpose of preserving the Collateral or any part thereof
and/or any liabilities or expenses incurred by Secured Party as the transferee
or holder of the Collateral. Secured Party shall exercise reasonable care in the
custody and preservation of the Collateral to the extent required by applicable
statute and use its best efforts to take such action as the Debtor may
reasonably request in writing but the failure to do any such act shall not be
deemed to exercise reasonable care.
2. Rights and Remedies. Secured Party shall have, by way of example and not
of limitation, the rights and remedies in subparagraph (a) of this paragraph at
all times prior to and/or after the occurrence of an Event of Default and shall
have all the rights and remedies enumerated herein after the occurrence of an
Event of Default.
(a) Secured Party , may at its option and without notice: (i) transfer into
its name or the name of its nominee all or any part of the Collateral including
stock, bonds and other securities; (ii) demand, xxx for, collect and receive all
interest, dividends, including liquidating dividends, and other proceeds
thereof, and hold same as security for payment of Obligations or, if cash
proceeds, apply same as payment thereof; (iii) notify any person obligated on
any of the Collateral of the security interest of Secured Party therein and
request such person to make payment directly to Secured Party, or (iv) demand,
xxx for, collect or make any settlement or compromise deems desirable with
respect to any of the Collateral.
(b) If any Event of Default shall occur, then or at any time thereafter,
while such Event of Default shall continue, Secured Party may declare all
Obligations to be due and payable regardless of their terms, for the purposes of
this agreement, without notice, protest, presentment or demand, all of which are
hereby expressly waived by the Debtor. At or after such time, Secured Party
shall have, in addition to any other rights and remedies contained in this
agreement, and any other agreements, guarantees, notes, instruments and
documents heretofore, now or at any time or times hereafter executed by the
Debtor, and delivered to Secured Party, all of the rights and remedies of a
pledgee, under law, including without limitation all of the rights and remedies
of a under the Uniform Commercial Code in force in the State of Georgia as of
the date hereof, all of which rights and remedies shall be cumulative, and
non-exclusive, to the extent permitted by law.
6. General.
(a) Each reference hereto to Secured Party shall be deemed to include its
successors and assigns, and each reference to the Debtor and the undersigned and
any pronouns referring thereto as used herein shall be construed in the
masculine, feminine or neuter, singular or plural, as the context may require,
and shall be deemed to include the heirs, administrators, legal representatives,
successors and assigns of the undersigned, all of whom shall be bound by the
provisions hereof.
(b) No delay on the part of Secured Party in exercising any rights
hereunder or failure to exercise the same shall operate as a waiver of such
rights; no notice to or demand on any of the undersigned shall be deemed to be a
waiver of any obligations of any of the undersigned or of the right of Secured
Party to take other or further action without notice or demand as provided
herein. In any event, no modification or waiver of the provisions hereof shall
be effective unless in writing and signed by Secured Party nor shall any waiver
be applicable except in the specific instance or matter for which given.
(c) The undersigned hereby certifies and covenants that all acts,
conditions and things required to be done and performed and to have happened
precedent to the creation and issuance of this agreement and to constitute the
same the valid and legally binding obligation of the undersigned in accordance
with its terms, have been done and performed and have happened in due and strict
compliance with all applicable laws.
(d) This agreement is and shall be deemed to be a contract entered into and
made pursuant to the laws of the State of Georgia and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of said
state, in the event that Secured Party brings any action hereunder in any court
of record of Georgia or the Federal Government, the Debtor consents and confers
personal jurisdiction over the Debtor by such court or courts and agrees that
service of process may be made upon the undersigned by mailing a copy of the
summons to the Debtor in the manner specified in paragraph 6(g) hereof; and in
any action hereunder the undersigned waives the right to demand a trial by jury.
(e) Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law.
Should any portion of this Agreement be declared invalid for any reason in any
jurisdiction, such declaration shall have no effect upon the remaining portion
of this agreement. Furthermore, the entirety of this agreement shall continue in
full force and effect in all other jurisdictions and said remaining portions of
this agreement shall continue in full force and effect in the subject
jurisdiction as if this Agreement had been executed with the invalid portions
thereof deleted.
(f) The section headings are included for convenience only and shall not be
deemed to be a part of this Agreement.
(g) Any notice given by the undersigned shall be effective only upon actual
receipt by Secured Party, at Secured Party's address. Any notice Secured Party
may elect to give hereunder shall be deemed to be given if deposited in the
United States mail, return receipt requested, postage prepaid and addressed to
the undersigned at the address appearing on the books and records of Secured
Party for the undersigned.
RMS TITANIC, INC.
By
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Xxxxx Xxxxxx, President
ARGOSY INTERNATIONAL, LTD.
By
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Xxxxxx Xxxxxx, President
The undersigned, hereby acknowledges receipt of
shares of common stock of RMS Titanic, Inc., which constitutes the
Collateral as hereinabove defined in paragraph 1(b).
RMS TITANIC, INC.
By
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Xxxxx Xxxxxx, President