STOCK PLEDGE AGREEMENT
Agreement ("Stock Pledge Agreement") dated this day January 2003, 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 TWO HUNDRED
FIFTY THOUSAND ($U.S.250,000) U.S. DOLLARS, all in accordance with a certain
agreement (the "Settlement Agreement") executed contemporaneously with the
execution of this Stock Pledge Agreement; and
WHEREAS, Secured Party desires to have a security interest in 1,704,000
shares of common stock of Secured Party owned of record and beneficially by
Debtor.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
1. Definitions. When used herein, the terms set forth below shall be
defined as follows:
(a) "Obligations" means all monies owned by Debtor to Secured Party, to
wit, the sum of TWO HUNDRED FIFTY THOUSAND ($U.S.250,000) U.S. DOLLARS, due one
year fro the above date, which are evidenced by a note, a copy of which is
annexed hereto as Exhibit A, together with all expenses and fees as set forth in
this Stock Pledge Agreement.
(b) "Collateral" means all the shares of Secured Party owed of record and
beneficially by Debtor as of the date hereof, to wit, 1,704,000 shares of common
stock of Secured Party.
(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.
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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.
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5. 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) The Collateral consists of shares of common stock of Secured Party.
None of the shares of the Collateral have been registered with the Securities
Act of 1933, as amended. The class of common stock of Secured Party are traded
by a national market system of the National Association of Securities Dealers,
Inc. (NASD). Debtor's shares of common stock subject t the Collateral can only
be disposed in accordance with Rule 144 promulgated by the Securities and
Exchange Commission or any other exemption. Debtor acquired all the shares of
common stock of Secured Party in April of 2001. If Debtor does not pay the
Obligations when due, Secured Party may dispose of such portion of the
Collateral that will satisfy all the obligations defined in subparagraph (a) of
paragraph 1. Such disposition shall be by a public sale. Secured Party shall
have one or more sales resulting in the proceeds of such public sale. Each such
sale shall be at any time and place and on any terms. Secured Party may purchase
all or a portion of the Collateral at such public disposition. Secured Party
shall comply with ss. 9-611 of the Georgia Uniform Commercial Code (Notification
Before Disposition of Collateral) with respect to any sale. The application of
any proceeds from any sale and any surplus, if any, therefrom shall be governed
by ss. 9-608 of the Uniform Commercial Code of Georgia.
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(b) Notwithstanding anything to the contrary contained herein, Debtor may
sell any of the Collateral if it has an exemption from any requirements of
registration under ss. 5 of the Securities Act of 1933. Debtor is aware that any
such sale must comply with any exemption of the sale of shares not registered
with any compliance with the Securities Act of 1933, as amended. Debtor shall
give Secured Party thirty days' notice prior to such proposed sale. Such
proceeds of such sale shall be used to reduce or discharge the entire
Obligations.
(c) 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 obligation 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.
(d) 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
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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. Notices. All notices and payments shall be sent to Secured Party and
Debtor at the address set forth above either by telex, telegram or first class
mail, postage prepaid. Either party may change its place for notice by like
notice.
7. 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
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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 Stock Pledge 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 7(f)
hereof; and in any action hereunder the undersigned waives the right to demand a
trial by jury.
(e) Wherever possible, each provision of this Stock Pledge Agreement shall
be interpreted in such manner as to be effective and valid under applicable law.
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Should any portion of this Stock Pledge 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 Stock
Pledge Agreement shall continue in full force and effect in all other
jurisdictions and said remaining portions of this Stock Pledge Agreement shall
continue in full force and effect in the subject jurisdiction as if this Stock
Pledge Agreement had been executed with the invalid portions thereof deleted.
(f) 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.
(g) Debtor shall be obligated and pay Secured Party in connection with the
enforcement of its rights set forth in this Stock Pledge Agreement.
(h) The section headings are included for convenience only and shall not be
deemed to be a part of this Stock Pledge Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Stock Pledge
Agreement the day and year first above written.
RMS TITANIC, INC.
By
Xxxxx Xxxxxx, President
ARGOSY INTERNATIONAL, LTD.
By
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
Xxxxx Xxxxxx, President
PromNote RMS Argosy
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EXHIBIT A
PROMISSORY NOTE
$U.S.250,000.00. Dated: January , 2003
FOR VALUE RECEIVED, the undersigned, ARGOSY INTERNATIONAL, LTD. ("Maker")
hereby promises to pay to RMS TITANIC, INC. ("Payee") or its order the sum of
TWO HUNDRED FIFTY THOUSAND ($U.S.250,000.00) U.S. DOLLARS. Said sum shall be
paid one year from the date hereof (the "Maturity Date") at Payee's offices in
Atlanta, Georgia, or such other place designated in writing by Payee.
All payments shall be first applied to interest and the balance to
principal. This Note may be prepaid, at any time, in whole or in part, without
penalty. All prepayments shall be applied in reverse order of maturity.
This Note is subject to an agreement (the "Settlement Agreement") of even
date amongst Maker, Payee, Danepath Limited and Xxxxxx Xxxxxx. The payment of
this Note is secured by a Stock Pledge Agreement between Maker and Payee of even
date.
The obligations set forth in this Note are secured by certain assets (the
"Collateral") set forth in a security agreement of even date.
The undersigned and all other parties to this Note, whether as endorsers,
guarantors or sureties, agree to remain fully bound hereunder until this Note
shall be fully paid and waiver demand, presentment and protest and all notices
hereto and further agree to remain bound, notwithstanding any extension,
renewal, modification, waiver, or other indulgence by any holder or upon the
discharge or release of any obligor hereunder or to this Note, or upon the
exchange, substitution, or release of any collateral granted as security for
this Note. No modification or indulgence by any holder hereof shall be binding
unless in writing; and any indulgence on any one occasion shall not be an
indulgence for any other or future occasion. Any modification or change of
terms, hereunder granted by any holder hereof, shall be valid and binding upon
the undersigned, notwithstanding the acknowledgment of the undersigned, and the
undersigned does hereby irrevocably grants a power of attorney to enter into any
such modification on its behalf. The rights of any holder hereof shall be
cumulative and not necessarily successive. This Note shall take effect as a
sealed instrument and shall be construed, governed and enforced in accordance
with the laws of the state first appearing at the head of this Note. The
undersigned hereby executes this Note as principal and not as surety.
ARGOSY INTERNATIONAL, LTD.
By
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